HENRY SCHEIN INC — Director's Dealing 2024

Mar 5, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HENRY SCHEIN INC (HSIC)
CIK: 0001000228
Period of Report: 2024-03-01

Reporting Person: BERGMAN STANLEY M (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-01	Common Stock, par value $0.01 per share	J	3500	$0.00	Disposed	477950	Indirect
2024-03-04	Common Stock, par value $0.01 per share	A	101117	$0.00	Acquired	269750	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	9599	Indirect

Footnotes

F1: The transfer of shares in this tansaction represents the decanting of the shares by the Bergman Family 2010 Trust #2 to a related trust.

F2: Represents (i) 124,502 shares held by the Bergman Family 2010 Trust #2, of which Mrs. Bergman, Stanley M. Bergman's wife, is a co-trustee and a beneficiary; (ii) 180 shares held by Mrs.Bergman; (iii) 329,410 shares held by the Bergman Family 2010 Trust #2, LLC, of which Mrs. Bergman is a manager; and (iv) 23,858 shares held by the SBMB GST Trusts Partners LLC, of which Mrs. Bergman is a manager.

F3: Grant of restricted stock units (RSU) pursuant to the Issuer's 2020 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 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).

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 1, 2024.