Sec Form 4 Filing - BERGMAN STANLEY M @ HENRY SCHEIN INC - 2022-03-16

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
BERGMAN STANLEY M
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
(Last) (First) (Middle)
C/O HENRY SCHEIN, INC., 135 DURYEA ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/16/2022
(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 03/11/2022 G V 20,385 D $ 0( 1 ) 225,728 D
Common Stock, par value $0.01 per share 03/14/2022 G V 5,850 D $ 0( 1 ) 219,878 D
Common Stock, par value $0.01 per share 03/15/2022 G V 293 D $ 0( 1 ) 219,585 D
Common Stock, par value $0.01 per share 03/16/2022 G V 1,755 D $ 0( 1 ) 217,830 D
Common Stock, par value $0.01 per share 03/16/2022 A 36,823( 2 ) A $ 0 254,653 D
Common Stock, par value $0.01 per share 544,963 I By Spouse( 3 )
Common Stock, par value $0.01 per share 9,418 I by 401(k) plan( 4 )
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 Option (Right to Buy)( 5 ) $ 86.27 03/16/2022 A 29,579 ( 6 ) 03/16/2032 Common Stock, par value $0.01 per share 29,579 $ 0 29,579 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BERGMAN STANLEY M
C/O HENRY SCHEIN, INC.
135 DURYEA ROAD
MELVILLE, NY11747
X Chairman, CEO
Signatures
/s/ Jennifer Ferrero (as Attorney-in-Fact for Stanley M. Bergman) 03/18/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Gift, not applicable.
( 2 )Grant of restricted stock units (RSU) pursuant to the Issuer's 2020 Stock Incentive Plan. Subject to certain exceptions, 75% 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. 25% 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).
( 3 )Represents (i) 204,976 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; (ii) 101 shares held by Mrs. Bergman and (iii) 339,886 shares held by the Bergman Family 2010 Trust #2, LLC of which Marion Bergman, Stanley M. Bergman's wife, is a manager.
( 4 )Reflects the reporting person's interest in equivalent shares of Henry Schein common stock held by the unitized stock fund in the Henry Schein, Inc. 401(k) Savings Plan (the "Plan"). The unitized stock fund consists of Henry Schein common stock and cash or cash equivalents. The number of shares attributed to the reporting person as a participant in the Plan and expressed as equivalent shares has been calculated based on the closing price of Henry Schein common stock on March 16, 2022.
( 5 )Acquired pursuant to the Issuer's 2020 Stock Incentive Plan.
( 6 )Subject to certain exceptions, the options will vest in three equal installments on each of the first, second and third anniversary of the grant date, subject to reporting person's continued performance of services for the Issuer.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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