Stanley M. Bergman - Mar 1, 2023 Form 4 Insider Report for HENRY SCHEIN INC (HSIC)

Signature
/s/ Jennifer Ferrero (as Attorney-in-Fact for Stanley M. Bergman)
Stock symbol
HSIC
Transactions as of
Mar 1, 2023
Transactions value $
-$3,236,422
Form type
4
Date filed
3/3/2023, 03:29 PM
Previous filing
Jan 4, 2023
Next filing
Mar 7, 2023

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 Award $0 +26.3K +12.5% $0.00 236K Mar 1, 2023 Direct F1, F2
transaction HSIC Common Stock, par value $0.01 per share Tax liability -$3.24M -41.6K -17.62% $77.75 195K Mar 1, 2023 Direct F3
transaction HSIC Common Stock, par value $0.01 per share Award $0 -95.1K -24.71% $0.00 290K Mar 1, 2023 Direct F4
holding HSIC Common Stock, par value $0.01 per share 488K Mar 1, 2023 By Spouse F5
holding HSIC Common Stock, par value $0.01 per share 9.49K Mar 1, 2023 by 401(k) plan F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents additional shares of the Issuer's common stock issued under the Henry Schein, Inc. 2013 Stock Incentive Plan (now known as the Henry Schein, Inc. 2020 Stock Incentive Plan) that vested on March 1, 2023 in connection with exceeding the performance target with respect to the reporting person's September 9, 2019 grant of performance-based restricted stock units.
F2 The amount reflected in Column 5 includes the transfer of 11,734 shares from Stanley M. Bergman to the Bergman Family Trust #2 on January 13, 2023.
F3 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 September 9, 2019 grant of performance-based restricted stock units.
F4 Grant of restricted stock units (RSU) pursuant to the Issuer's 2020 Stock Incentive Plan. Subject to certain exceptions, 65% 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. 35% 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).
F5 Represents (i) 158,536 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) 180 shares held by Mrs. Bergman and (iii) 329,410 shares held by the Bergman Family 2010 Trust #2, LLC of which Marion Bergman, Stanley M. Bergman's wife, is a manager. The amounts in the previous sentence reflect the transfer of 11,734 shares from Stanley M. Bergman to the Bergman Family 2010 Trust #2 on January 13, 2023.
F6 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 1, 2023.