SEC Form 4 · accession 0001209191-18-017213
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
Mar 2, 2018
Accepted (ET)
Mar 6, 2018 · 4:15 pm EST
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 2, 2018 | A | 45,635 | $0.00 | A | 263,943 | D | |
| Common Stock, par value $0.01 per shareF2 | Mar 2, 2018 | A | 3,978 | $0.00 | A | 267,921 | D | |
| Common Stock, par value $0.01 per shareF3 | Mar 2, 2018 | F | 26,285 | $65.19 | D | 241,636 | D | |
| Common Stock, par value $0.01 per shareF4 | Jan 17, 2018 | G | 360 | $0.00 | D | 241,276 | D | |
| Common Stock, par value $0.01 per shareF4 | Feb 8, 2018 | G | 360 | $0.00 | D | 240,916 | D | |
| Common Stock, par value $0.01 per shareF5 | holding | — | — | — | 973,718 | I | By Spouse | |
| Common Stock, par value $0.01 per share | holding | — | — | — | 9,019 | I | by 401(k) plan |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Grant of performance-based restricted stock units (RSUs) pursuant to the Issuer's 2013 Stock Incentive Plan. Subject to certain exceptions, such performance-based RSUs will vest subject to (x) Issuer's achievement of a specified performance goal and (y) reporting person's continued performance of services for the Issuer. If the continued service requirement is satisfied and achievement of the performance 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 (i.e., shortfall)
- F2Represents additional shares of the issuer's common stock issued under the Henry Schein, Inc. 2013 Stock Incentive Plan, as may be amended from time to time (formerly known as the Henry Schein, Inc. 1994 Stock Incentive Plan) that vested on March 2, 2018 in connection with exceeding the performance target with respect to the reporting person's March 3, 2015 grant of performance-based restricted stock/units.
- F3Represents 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, 2015 grant of performance-based restricted stock/units.
- F4Gift, not applicable.
- F5Represents (i) 973,684 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) 34 shares held by Mrs. Bergman.