HENRY SCHEIN INC — Director's Dealing 2019

Sep 11, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HENRY SCHEIN INC (HSIC)
CIK: 0001000228
Period of Report: 2019-09-09

Reporting Person: BERGMAN STANLEY M (Director, Chairman, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-06	Common Stock, par value $0.01 per share	G	950	$0.00	Disposed	266518	Direct
2019-03-21	Common Stock, par value $0.01 per share	G	836	$0.00	Disposed	265682	Direct
2019-05-28	Common Stock, par value $0.01 per share	G	2085	$0.00	Disposed	263597	Direct
2019-05-29	Common Stock, par value $0.01 per share	G	1448	$0.00	Disposed	262149	Direct
2019-05-31	Common Stock, par value $0.01 per share	G	2172	$0.00	Disposed	259977	Direct
2019-06-04	Common Stock, par value $0.01 per share	G	18996	$0.00	Disposed	240981	Direct
2019-06-04	Common Stock, par value $0.01 per share	G	9230	$0.00	Disposed	866573	Indirect
2019-08-13	Common Stock, par value $0.01 per share	G	846	$0.00	Disposed	240135	Direct
2019-09-05	Common Stock, par value $0.01 per share	G	164	$0.00	Disposed	239971	Direct
2019-09-09	Common Stock, par value $0.01 per share	A	105000	$0.00	Acquired	344971	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	9151	Indirect

Footnotes

F1: Gift, not applicable.

F2: Represents (i) 451,669 shares held by the Bergman Family 2010 Trust #2, of which Marion Bergman, Stanley M. Bergman's wife, is a co-trustee and a beneficiary; (ii) 34 shares held by Mrs. Bergman and (iii) 414,870 shares held by the Bergman Family 2010 Trust #2, LLC of which Marion Bergman, Stanley M. Bergman's wife, is a manager. The amounts in the previous sentence reflect a transfer by the Bergman Family 2010 Trust #2 of 9,230 shares of Common Stock to Mrs. Bergman on June 3, 2019 and the subsequent gifting of such shares by Mrs. Bergman on June 4, 2019.

F3: Grant of restricted stock units (RSU) pursuant to the Issuer's 2013 Stock Incentive Plan. Subject to certain exceptions, 50% 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. 50% 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).

F4: Grant made pursuant to the terms and conditions of the Amended and Restated Employment Agreement dated August 8, 2019 by and between Henry Schein, Inc. and Stanley M. Bergman.