Stanley M. Bergman - Mar 16, 2022 Form 4 Insider Report for HENRY SCHEIN INC (HSIC)

Role: Chairman, CEO, Director
Signature: /s/ Jennifer Ferrero (as Attorney-in-Fact for Stanley M. Bergman)
Stock symbol: HSIC
Transactions as of: Mar 16, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/18/2022, 07:28 PM
Previous filing: Mar 8, 2022
Next filing: Dec 13, 2022

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	Gift	$0	-20.4K	-8.28%	$0.00	226K	Mar 11, 2022	Direct	F1
transaction	HSIC	Common Stock, par value $0.01 per share	Gift	$0	-5.85K	-2.59%	$0.00	220K	Mar 14, 2022	Direct	F1
transaction	HSIC	Common Stock, par value $0.01 per share	Gift	$0	-293	-0.13%	$0.00	220K	Mar 15, 2022	Direct	F1
transaction	HSIC	Common Stock, par value $0.01 per share	Gift	$0	-1.76K	-0.8%	$0.00	218K	Mar 16, 2022	Direct	F1
transaction	HSIC	Common Stock, par value $0.01 per share	Award	$0	+36.8K	+16.9%	$0.00	255K	Mar 16, 2022	Direct	F2
holding	HSIC	Common Stock, par value $0.01 per share						545K	Mar 16, 2022	By Spouse	F3
holding	HSIC	Common Stock, par value $0.01 per share						9.42K	Mar 16, 2022	by 401(k) plan	F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	HSIC	Stock Option (Right to Buy)	Award	$0	+29.6K		$0.00	29.6K	Mar 16, 2022	Common Stock, par value $0.01 per share	29.6K	$86.27	Direct	F5, F6

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

Explanation of Responses:

Id	Content
F1	Gift, not applicable.
F2	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).
F3	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.
F4	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.
F5	Acquired pursuant to the Issuer's 2020 Stock Incentive Plan.
F6	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.