Ronald N. South - Apr 29, 2022 Form 3 Insider Report for HENRY SCHEIN INC (HSIC)

Signature
/s/ Jennifer Ferrero (as Attorney-in-Fact for Ronald N. South)
Stock symbol
HSIC
Transactions as of
Apr 29, 2022
Transactions value $
$0
Form type
3
Date filed
5/3/2022, 04:17 PM
Next filing
Mar 3, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding HSIC Common Stock, par value $0.01 per share 34.6K Apr 29, 2022 Direct F1, F2

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
holding HSIC Stock Option (Right to Buy) Apr 29, 2022 Common Stock, par value $0.01 per share 3.73K $62.71 Direct F3, F4
holding HSIC Stock Option (Right to Buy) Apr 29, 2022 Common Stock, par value $0.01 per share 14.9K $86.27 Direct F3, F5
holding HSIC SERP Phantom Stock Apr 29, 2022 Common Stock, par value $0.01 per share 170 Direct F6, F7, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 4,416 shares of Issuer's common stock.
F2 Also includes restricted stock units ("RSUs") pursuant to the Issuer's 2020 Stock Incentive Plan (f.k.a. 2013 Stock Incentive Plan). 9,265 RSUs will vest subject to (x) Issuer's achievement of a specified perf. goal and (y) reporting person's continued perf. of services for Issuer. 20,881 RSUs will vest subject to (x) passage of a specified period of time and (y) reporting person's continued perf. of services for Issuer. With respect to perf.-based RSUs, if the continued service requirement is satisfied and achievement of the perf. goal (x) exceeds 100% of target, Issuer may issue additional vested shares of common stock in an amount that corresponds to the incremental percentage of the perf. goal achieved in excess of 100% of target or (y) is less than 100% of target, the reporting person will surrender to Issuer shares of common stock in an amount that corresponds to the incremental percentage of the perf. goal achieved that is below 100% of target.
F3 Acquired pursuant to the Issuer's 2020 Stock Incentive Plan.
F4 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 (March 3, 2021), subject to reporting person's continued performance of services for the Issuer.
F5 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 (March 16, 2022), subject to reporting person's continued performance of services for the Issuer.
F6 This Form 3 includes the reporting person's balance in the Issuer's Supplemental Executive Retirement Plan ("SERP") that is hypothetically invested in the Issuer's stock fund, representing exempt transactions in the SERP since the reporting person's initial participation therein.
F7 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.
F8 Represents the aggregate number of shares of phantom stock allocated to the reporting person under the SERP as of the date hereof based on the closing price of a share of the Issuer's common stock on April 29, 2022.
F9 The investment return on contributions in the SERP is generally equal to the earnings and losses that would occur if 100% of the contributions were invested, as directed by the reporting person, among the investment alternatives available under the plan (including the Issuer's stock fund). 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. Vested balances in the SERP are cash-settled only.

Remarks:

See Exhibit 24 - Limited Power of Attorney