Sec Form 4 Filing - MATTHEWS NORMAN S @ HENRY SCHEIN INC - 2014-11-14

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
MATTHEWS NORMAN S
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O HENRY SCHEIN, INC., 135 DURYEA ROAD
3. Date of Earliest Transaction (MM/DD/YY)
11/14/2014
(Street)
MELVILLE, NY11747
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/14/2014 M 7,540 A $ 51.23 30,883 D
Common Stock, par value $0.01 per share 11/14/2014 S 7,051 D $ 128.86 ( 1 ) 23,832 D
Common Stock, par value $0.01 per share 11/14/2014 S 489 D $ 129.75 ( 2 ) 23,343 D
Common Stock, par value $0.01 per share 11/14/2014 M 7,898 A $ 59.89 31,241 D
Common Stock, par value $0.01 per share 11/14/2014 S 6,598 D $ 129.39 ( 3 ) 24,643 D
Common Stock, par value $0.01 per share 11/14/2014 S 1,300 D $ 130.16 ( 4 ) 23,343 D
Common Stock, par value $0.01 per share 9,400 I By Trustees ( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 Optrion Right to Buy ( 6 ) $ 51.23 11/14/2014 M 7,540 ( 7 ) 03/05/2017 Common Stock, par value $0.01 per share 7,540 $ 0 0 D
Stock Option Right to Buy ( 6 ) $ 59.89 11/14/2014 M 7,898 ( 8 ) 03/03/2018 Common Stock, par value $0.01 per share 7,898 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MATTHEWS NORMAN S
C/O HENRY SCHEIN, INC.
135 DURYEA ROAD
MELVILLE, NY11747
X
Signatures
/s/ Jennifer Ferrero (as Attorney-in-Fact for Norman S. Matthews) 11/18/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reflects a weighted average of sales made at prices ranging from $128.67 to $129.51 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.
( 2 )The price reflects a weighted average of sales made at prices ranging from $129.69 to $129.80 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.
( 3 )The price reflects a weighted average of sales made at prices ranging from $129.09 to $130.07 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.
( 4 )The price reflects a weighted average of sales made at prices ranging from $130.10 to $130.26 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 )Represents shares held by Norman S. Matthews' wife, and Peter Banks as trustees of a trust for the benefit of Mr. Matthews' wife.
( 6 )Acquired pursuant to the Issuer's 1996 Non-Employee Director Stock Incentive Plan, as amended.
( 7 )The option vested in four equal installments on each of March 5, 2008, March 5, 2009, March 5, 2010 and March 5, 2011.
( 8 )The option vests in four equal installments on each of March 3, 2009, March 3, 2010, March 3, 2011 and March 3, 2012.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.