HENRY SCHEIN INC — Director's Dealing 2022

Mar 19, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HENRY SCHEIN INC (HSIC)
CIK: 0001000228
Period of Report: 2022-03-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-11	Common Stock, par value $0.01 per share	G	20385	$0.00	Disposed	225728	Direct
2022-03-14	Common Stock, par value $0.01 per share	G	5850	$0.00	Disposed	219878	Direct
2022-03-15	Common Stock, par value $0.01 per share	G	293	$0.00	Disposed	219585	Direct
2022-03-16	Common Stock, par value $0.01 per share	G	1755	$0.00	Disposed	217830	Direct
2022-03-16	Common Stock, par value $0.01 per share	A	36823	$0.00	Acquired	254653	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-16	Stock Option (Right to Buy)	$86.27	A	29579	Acquired	2032-03-16	Common Stock, par value $0.01 per share (29579)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	544963	Indirect
Common Stock, par value $0.01 per share	9418	Indirect

Footnotes

F1: Gift, not applicable.

F2: Grant of restricted stock units (RSU) pursuant to the Issuer's 2020 Stock Incentive Plan. Subject to certain exceptions, 75% 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. 25% 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 perf. 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 (i) 204,976 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) 101 shares held by Mrs. Bergman and (iii) 339,886 shares held by the Bergman Family 2010 Trust #2, LLC of which Marion Bergman, Stanley M. Bergman's wife, is a manager.

F4: Reflects the reporting person's interest in equivalent shares of Henry Schein common stock held by the unitized stock fund in the Henry Schein, Inc. 401(k) Savings Plan (the "Plan"). The unitized stock fund consists of Henry Schein common stock and cash or cash equivalents. The number of shares attributed to the reporting person as a participant in the Plan and expressed as equivalent shares has been calculated based on the closing price of Henry Schein common stock on March 16, 2022.

F5: Acquired pursuant to the Issuer's 2020 Stock Incentive Plan.

F6: Subject to certain exceptions, the options will vest in three equal installments on each of the first, second and third anniversary of the grant date, subject to reporting person's continued performance of services for the Issuer.