James Breslawski - Mar 1, 2024 Form 4 Insider Report for HENRY SCHEIN INC (HSIC)

Role: Vice Chairman, President, Director
Signature: /s/ Jennifer Ferrero (as attorney-in-fact for James Breslawski)
Stock symbol: HSIC
Transactions as of: Mar 1, 2024
Transactions value $: -$473,860
Form type: 4
Date filed: 3/5/2024, 04:27 PM
Previous filing: Jun 6, 2023
Next filing: Mar 19, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HSIC	Common Stock, par value $0.01 per share	Tax liability	-$251K	-3.27K	-1.62%	$76.88	198K	Mar 1, 2024	Direct	F1
transaction	HSIC	Common Stock, par value $0.01 per share	Award	$0	+17.1K	+8.62%	$0.00	215K	Mar 4, 2024	Direct	F2
transaction	HSIC	Common Stock, par value $0.01 per share	Sale	-$222K	-2.91K	-1.35%	$76.50	212K	Mar 4, 2024	Direct	F3

Showing 1 to 3 of 3 entries

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id	Content
F1	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 3, 2020 grant of time-based restricted stock/units. (Actual vesting date of March 3, 2024 was a non-business day so vesting occurred on the preceding business day.)
F2	Grant of restricted stock units (RSU) pursuant to the Issuer's 2020 Stock Incentive Plan. Subject to certain exceptions, 50% 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. 50% 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).
F3	The sale transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 19, 2023.