HENRY SCHEIN INC — Director's Dealing 2019

Apr 1, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HENRY SCHEIN INC (HSIC)
CIK: 0001000228
Period of Report: 2019-03-29

Reporting Person: Margulies Anne H. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-29	Deferred Compensation Plan Phantom Stock	$	A	410	Acquired		Common Stock, par value $0.01 per share (410)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	8218	Direct

Footnotes

F1: Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock.

F2: Represents the number of shares of phantom stock credited to the reporting person's phantom stock account pursuant to the Issuer's Non-Employee Director Deferred Compensation Plan (the "Plan"), representing an exempt transaction under the Plan. The number of shares of phantom stock credited to the reporting person's phantom stock account is determined by dividing the amount of deferred eligible director fees by the closing price of a share of Issuer common stock on the award date.

F3: The balance in the reporting person's phantom share account is distributed to the reporting person in Issuer common stock following the termination of the reporting person's directorship, the reporting person's death or disability or a change of control of the Issuer.

F4: Represents the aggregate number of shares of phantom stock allocated to the reporting person under the Plan as of the award date based on the closing price of a share of the Issuer's common stock on the award date.

F5: The number of shares of phantom stock included in Column 9 of Table II was adjusted in connection with the spin-off and subsequent merger of the Issuer's animal health business on February 7, 2019 (the "Spin-Off"). The adjustment reflects the product of (i) the number of phantom stock awards immediately prior to the Spin-Off and (ii) a ratio equal to a fraction, with the numerator equal to the average of the high and low pre-Spin-Off trading prices of the Issuer's common stock on February 6, 2019 (the "Issuer Pre-Spin-Off Price") and the denominator equal to the difference between (A) the Issuer Pre-Spin-Off Price and (B) the product of (x) 0.4 and (y) the average of the high and low trading prices of the common stock of Covetrus, Inc. (the combined company resulting from the Spin-Off) on February 8, 2019, the trading day immediately following the distribution date of the Spin-Off.