FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HENRY SCHEIN INC [ HSIC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/19/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $0.01 per share | 05/20/2009 | M | 20,000 | A | $32.15 | 32,235 | D | |||
Common Stock, par value $0.01 per share | 05/20/2009 | M | 15,000 | A | $35.49 | 47,235 | D | |||
Common Stock, par value $0.01 per share | 05/20/2009 | M | 15,000 | A | $39.43 | 62,235 | D | |||
Common Stock, par value $0.01 per share | 05/20/2009 | S | 50,000 | D | $45.09(1) | 12,235 | D | |||
Common Stock, par value $0.01 per share | 05/20/2009 | S | 1,000 | D | $45.38(2) | 11,235 | D | |||
Common Stock, par value $0.01 per share | 05/19/2009 | D(3) | 11,235 | D | $0.00 | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $32.15 | 05/20/2009 | M | 20,000 | (4) | 08/19/2009(5) | Common Stock, par value $0.01 per share | 20,000 | $0.00 | 0 | D | ||||
Stock Option (Right to Buy) | $35.49 | 05/20/2009 | M | 15,000 | (6) | 08/19/2009(5) | Common Stock, par value $0.01 per share | 15,000 | $0.00 | 0 | D | ||||
Stock Option (Right to Buy) | $39.43 | 05/20/2009 | M | 15,000 | (7) | 08/19/2009(5) | Common Stock, par value $0.01 per share | 15,000 | $0.00 | 0 | D |
Explanation of Responses: |
1. The price reflects a weighted average of sales made at prices ranging from $44.84 to $45.32 per share. The Reporting Person, upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, will provide full information regarding the number of shares sold at each separate price for this transaction. |
2. The price reflects a weighted average of sales made at prices ranging from $45.38 to $45.39 per share. The Reporting Person, upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, will provide full information regarding the number of shares sold at each separate price for this transaction. |
3. Dr. Hamburg's time-based restricted stock and restricted stock units that were subject to her continued service as a member of the Issuer's Board of Directors until four years from their respective grant dates were forfeited on May 19, 2009 when she resigned from the Board. |
4. The option vested in three equal installments on each of November 10, 2004, November 10, 2005 and November 10, 2006. |
5. Dr. Hamburg resigned from the Issuer's Board of Directors on May 19, 2009. By its terms, the option expires 3 months from Dr. Hamburg's resignation date. |
6. The option vested in four equal installments on each of February 18, 2005, February 18, 2006 and February 18, 2007 and February 18, 2008. |
7. The option vested in four equal installments on each of March 9, 2006, March 9, 2007 and March 9, 2008 and March 9, 2009. |
Remarks: |
/s/ Margaret A. Hamburg | 05/22/2009 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |