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*
Minowitz Robert

(Last) (First) (Middle)
C/O HENRY SCHEIN, INC.
135 DURYEA ROAD

(Street)
MELVILLE NY 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, Int'l Dental Group
3. Date of Earliest Transaction (Month/Day/Year)
03/07/2014
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 03/07/2014 A 77(1) A $0.00 34,166 D
Common Stock, par value $0.01 per share 03/07/2014 F 1,225(2) D $119.77 32,941 D
Common Stock, par value $0.01 per share 03/10/2014 F 907(3) D $120.17 32,034 D
Common Stock, par value $0.01 per share 03/10/2014 M 7,275 A $47.31 39,309 D
Common Stock, par value $0.01 per share 03/10/2014 S 7,275 D $119.98(4) 32,034 D
Common Stock, par value $0.01 per share 03/10/2014 S 4,278 D $119.99(5) 27,756 D
Common Stock, par value $0.01 per share 120 I By children
Common Stock, par value $0.01 per share 3,127 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)(6) $47.31 03/10/2014 M 7,275 (7) 03/02/2016 Common Stock, par value $0.01 per share 7,275 $0.00 0 D
Explanation of Responses:
1. Represents additional shares of the issuer's common stock issued under the Henry Schein, Inc. 2013 Stock Incentive Plan, as may be amended from time to time (formerly known as the Henry Schein, Inc. 1994 Stock Incentive Plan) that vested on March 7, 2014 in connection with exceeding the performance target with respect to the reporting person's March 9, 2011 grant of performance-based restricted stock units. (Actual vesting date of March 9, 2014 was a non-business day so vesting occurred on the preceding business day.)
2. 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 9, 2011 grant of performance-based restricted stock units. (Actual vesting date of March 9, 2014 was a non-business day so vesting occurred on the preceding business day.)
3. 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 10, 2010 grant of time-based restricted stock units.
4. The price reflects a weighted average of sales made at prices ranging from $119.74 to $120.24 per share. The Reporting Person, upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, will provide full information regarding the number of shares sold at each separate price for this transaction.
5. The price reflects a weighted average of sales made at prices ranging from $119.75 to $120.21 per share. The Reporting Person, upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, will provide full information regarding the number of shares sold at each separate price for this transaction.
6. Acquired pursuant to the Issuer's 1994 Stock Incentive Plan, as amended (now known as the Issuer's 2013 Stock Incentive Plan).
7. The option vested in four equal installments on each of March 2, 2007, March 2, 2008, March 2, 2009 and March 2, 2010.
Remarks:
/s/ Jennifer Ferrero (as Attorney-in-Fact for Robert Minowitz) 03/11/2014
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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