SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BERGMAN STANLEY M

(Last)

(First)

(Middle)

C/O HENRY SCHEIN, INC.

135 DURYEA ROAD

(Street)

MELVILLE

11747

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HENRY SCHEIN INC [ HSIC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	11/15/2011		A		75,688⁽¹⁾	A	$64.86	169,141	D
Common Stock, par value $0.01 per share	03/31/2011		G	V	2,554	D	$0.00⁽²⁾	166,587	D
Common Stock, par value $0.01 per share	04/06/2011		G	V	1,492	D	$0.00⁽²⁾	165,095	D
Common Stock, par value $0.01 per share	04/07/2011		G	V	522	D	$0.00⁽²⁾	164,573	D
Common Stock, par value $0.01 per share	05/10/2011		G	V	5,000	D	$0.00⁽²⁾	159,573	D
Common Stock, par value $0.01 per share	05/18/2011		G	V	827	D	$0.00⁽²⁾	158,746	D
Common Stock, par value $0.01 per share	05/20/2011		G	V	700	D	$0.00⁽²⁾	158,046	D
Common Stock, par value $0.01 per share	06/08/2011		G	V	734	D	$0.00⁽²⁾	157,312	D
Common Stock, par value $0.01 per share	06/15/2011		G	V	345	D	$0.00⁽²⁾	156,967	D
Common Stock, par value $0.01 per share	08/11/2011		G	V	420	D	$0.00⁽²⁾	156,547	D
Common Stock, par value $0.01 per share	09/20/2011		G	V	425	D	$0.00⁽²⁾	156,122	D
Common Stock, par value $0.01 per share	10/20/2011		G	V	400	D	$0.00⁽²⁾	155,722	D
Common Stock, par value $0.01 per share	11/02/2011		G	V	1,500	D	$0.00⁽²⁾	154,222	D
Common Stock, par value $0.01 per share	10/20/2011		G	V	400	D	$0.00⁽²⁾	936,905⁽³⁾	I	By Spouse
Common Stock, par value $0.01 per share								10,000	I	By Trust⁽⁴⁾
Common Stock, par value $0.01 per share								4,382	I	By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Grant of performance-based restricted stock units pursuant to the Issuer's 1994 Stock Incentive Plan, as amended. Such performance-based restricted stock units will vest subject to (x) the Issuer's achievement of a specified performance goal with respect to the five year period beginning on the Issuer's fiscal year commencing after the date of grant and (y) the reporting person's continued performance of services for the Issuer through December 31, 2016, except with respect to pro rata or full acceleration of the vesting in the event of certain termination events.

2. Gift, not applicable.

3. Represents (i) 936,512 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 and (ii) 393 shares held by Mrs. Bergman.

4. Represents 10,000 shares held by the Edward J. Bergman 2010 Trust for the benefit of one of Mr. Bergman's children and of which Mr. Bergman is the sole trustee.

Remarks:

	/s/ Stanley M. Bergman	11/17/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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