SEC Form 4 · accession 0001209191-16-123711
HENRY SCHEIN INC · HSIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stanley M Bergman
Officer — Chairman, CEO · Director
Period of report
May 25, 2016
Accepted (ET)
May 26, 2016 · 5:24 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001000228
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1 | Mar 11, 2016 | G | 7,795 | $0.00 | D | 148,980 | D | |
| Common Stock, par value $0.01 per shareF1 | Apr 1, 2016 | G | 40 | $0.00 | D | 148,940 | D | |
| Common Stock, par value $0.01 per shareF1 | Apr 4, 2016 | G | 300 | $0.00 | D | 148,640 | D | |
| Common Stock, par value $0.01 per shareF1 | May 6, 2016 | G | 147 | $0.00 | D | 148,493 | D | |
| Common Stock, par value $0.01 per shareF1 | May 9, 2016 | G | 3,092 | $0.00 | D | 145,401 | D | |
| Common Stock, par value $0.01 per shareF1 | May 11, 2016 | G | 326 | $0.00 | D | 145,075 | D | |
| Common Stock, par value $0.01 per shareF2 | May 25, 2016 | A | 29,323 | $0.00 | A | 174,398 | D | |
| Common Stock, par value $0.01 per shareF3 | holding | — | — | — | 520,416 | I | By Spouse | |
| Common Stock, par value $0.01 per shareF4 | holding | — | — | — | 34,608 | I | By Limited Liability Co. | |
| Common Stock, par value $0.01 per share | holding | — | — | — | 4,412 | I | By 401(k) plan |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Gift, not applicable.
- F2Grant of restricted stock units (RSUs) pursuant to the Issuer's 2013 Stock Incentive Plan. Subject to certain exceptions, (i) 50% will vest subject to (x) Issuer's achievement of a specified perf. goal and (y) reporting person's continued performance of services for the Issuer, and (ii) 50% will vest subject to (x) passage of a specified period of time and (y) reporting person's continued performance of services for the Issuer. With respect to the perf.-based RSUs, 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 perf. 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 perf. goal achieved that is below 100% of target.
- F3Represents (i) 520,284 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 and (ii) 132 shares held by Mrs. Bergman.
- F4Represents shares held by a limited liability company. Stanley M. Bergman and Marion Bergman, Mr. Bergman's wife, each have voting and dispositive power with respect to the shares held by the limited liability company. Mr. and Mrs. Bergman disclaim beneficial ownership of the shares held by the limited liability company.