Sec Form 4 Filing - BRESLAWSKI JAMES P @ HENRY SCHEIN INC - 2015-03-17

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
BRESLAWSKI JAMES P
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)
Pres., HSI & CEO Global Dental
(Last) (First) (Middle)
C/O HENRY SCHEIN, INC., 135 DURYEA ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/17/2015
(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 03/17/2015 S 9,359 D $ 139.55 ( 1 ) 109,372 D
Common Stock, par value $0.01 per share 03/18/2015 S 3,452 D $ 139.17 ( 2 ) 0 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 (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
SERP Phantom Stock ( 3 ) 03/18/2015 I 4,728 ( 4 ) ( 5 ) ( 5 ) Common Stock, par value $0.01 per share 4,728 ( 4 ) ( 6 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BRESLAWSKI JAMES P
C/O HENRY SCHEIN, INC.
135 DURYEA ROAD
MELVILLE, NY11747
X Pres., HSI & CEO Global Dental
Signatures
/s/ Jennifer Ferrero (as Attorney-in-Fact for James P. Breslawski) 03/19/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reflects a weighted average of sales made at prices ranging from $139.32 to $139.92 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 )Represents the closing market price of the Issuer's common stock on March 18, 2015.
( 3 )The reported transaction on this line item of the Form 4 is a sale of Issuer common stock within the Issuer's Supplemental Executive Retirement Plan ("SERP") and the funds were reinvested in other investments.
( 4 )Represents the aggregate number of shares of phantom stock allocated to the reporting person under the SERP as of March 18, 2015 based on the closing price of a share of the Issuer's common stock on such date.
( 5 )The vested balance in the reporting person's SERP account is payable in cash only following the six-month anniverary of a termination of employment or within 30 days following a change in control of the Issuer. Subject to the terms of the SERP, the reporting person may change his hypothetical investment in the investment alternatives (including the Issuer's stock fund) to an alternative hypothetical investment at any time.
( 6 )The Reporting Person reinvested the cash value of 4,728 shares of SERP Phantom Stock held in the Issuer's SERP (valued based on the closing price of a share of the Issuer's common stock on March 18, 2015).

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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