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: BENJAMIN GERALD A (Director, EVP, Chief Admin. Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-04	Common Stock, par value $0.01 per share	D	7215	$0.00	Disposed	106816	Direct
2019-03-04	Common Stock, par value $0.01 per share	F	2570	$59.76	Disposed	104246	Direct
2019-03-05	Common Stock, par value $0.01 per share	A	29216	$0.00	Acquired	133462	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	5783	Indirect

Footnotes

F1: 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.

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).