HENRY SCHEIN INC — Director's Dealing 2019

Mar 6, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HENRY SCHEIN INC (HSIC)
CIK: 0001000228
Period of Report: 2019-03-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-27	Common Stock, par value $0.01 per share	G	880	$0.00	Disposed	250777	Direct
2019-03-01	Common Stock, par value $0.01 per share	G	1900	$0.00	Disposed	875803	Indirect
2019-03-04	Common Stock, par value $0.01 per share	D	25903	$0.00	Disposed	224874	Direct
2019-03-04	Common Stock, par value $0.01 per share	F	11729	$59.76	Disposed	213145	Direct
2019-03-05	Common Stock, par value $0.01 per share	A	54323	$0.00	Acquired	267468	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	9097	Indirect

Footnotes

F1: Gift, not applicable.

F2: The number of restricted stock/units included in Column 5 of Table 1 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 restricted stock/unit 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.

F3: Represents (i) 460,899 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 2010 Bergman Family #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 414,870 shares of Issuer Common Stock to the Bergman Family 2010 Trust #2, LLC on February 27, 2019.

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 4, 2016 grant of performance-based restricted stock/units.

F5: Grant of performance-based restricted stock units (RSUs) pursuant to the Issuer's 2013 Stock Incentive Plan. Subject to certain exceptions, such performance-based RSUs will vest subject to (x) Issuer's achievement of a specified performance goal and (y) reporting person's continued performance of services for the Issuer. 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 (i.e., shortfall).