HENRY SCHEIN INC — Director's Dealing 2018

Mar 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HENRY SCHEIN INC (HSIC)
CIK: 0001000228
Period of Report: 2018-03-02

Reporting Person: Prange Karen (EVP&CEO Gl.AH.Med.Den.Sur.Grp)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-02	Common Stock, par value $0.01 per share	A	19558	$0.00	Acquired	62902	Direct

Footnotes

F1: Grant of restricted stock units (RSU) pursuant to the Issuer's 2013 Stock Incentive Plan. Subject to certain exceptions, 65% will vest subject to (x) Issuer's achievement of a specified performance goal and (y) reporting person's continued perf. of services for the Issuer. 35% will vest subject to (x) passage of a specified period of time and (y) reporting person's continued perf. of services for the Issuer. With respect to the performance-based RSU, if the continued service requirement is satisfied and achievement of the performance goal (x) exceeds 100% of target, the Issuer may issue additional vested shares of common stock in an amount that corresponds to the incremental percentage of the performance goal achieved in excess of 100% of target or (y) is less than 100% of target, the reporting person will surrender to the Issuer shares of common stock in an amount that corresponds to the incremental percentage of the performance goal achieved that is below 100% of target (shortfall).

F2: On September 14, 2017, the common stock of Henry Schein, Inc. split two-for-one (for shares held on the record date of September 1, 2017), resulting in the reporting person's ownership of additional shares of common stock.