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: Siegel Walter (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	F	1518	$76.88	Disposed	34219	Direct
2024-03-04	Common Stock, par value $0.01 per share	A	9441	$0.00	Acquired	43660	Direct

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 3, 2020 grant of time-based restricted stock/units. (Actual vesting date of March 3, 2024 was a non-business day so vesting occurred on the preceding business day.)

F2: Grant of restricted stock units (RSU) pursuant to the Issuer's 2020 Stock Incentive Plan. Subject to certain exceptions, 50% 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. 50% 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).