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: Ettinger Michael S (SVP Corp/Legal Ch of Staff Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-02	Common Stock, par value $0.01 per share	M	18256	$29.945	Acquired	76442	Direct
2018-03-02	Common Stock, par value $0.01 per share	F	11839	$65.19	Disposed	64603	Direct
2018-03-02	Common Stock, par value $0.01 per share	A	13038	$0.00	Acquired	77641	Direct
2018-03-02	Common Stock, par value $0.01 per share	A	957	$0.00	Acquired	78589	Direct
2018-03-02	Common Stock, par value $0.01 per share	F	6330	$65.19	Disposed	72268	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-02	Stock Option Right to Buy	$29.945	M	18256	Disposed	2018-03-03	Common Stock, par value $0.01 per share (18256)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	800	Indirect
Common Stock, par value $0.01 per share	211	Indirect

Footnotes

F1: Represents the surrender of shares to the Issuer to cover the payment of the exercise price and the tax withholding obligation upon the exercise and hold of the reporting person's March 3, 2008 stock option grant.

F2: 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).

F3: Represents additional shares of the issuer's common stock issued under the Henry Schein, Inc. 2013 Stock Incentive Plan, as may be amended from time to time (formerly known as the Henry Schein, Inc. 1994 Stock Incentive Plan) that vested on March 2, 2018 in connection with exceeding the performance target with respect to the reporting person's March 3, 2015 grant of performance-based restricted stock/units.

F4: Represents the surrender of shares to the Issuer to satisfy the reporting person's tax withholding obligation upon the vesting of the reporting person's March 3, 2015 grant of performance-based restricted stock/units.

F5: Acquired pursuant to the Issuer's 1994 Stock Incentive Plan, as amended (now known as the Henry Schein, Inc. 2013 Stock Incentive Plan).

F6: The option vests in four equal installments on each of March 3, 2009, March 3, 2010, March 3, 2011 and March 3, 2012.