SEC Filing - Henry Schein

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Brous David B Jr

(Last)

(First)

(Middle)

C/O HENRY SCHEIN, INC.

135 DURYEA ROAD

(Street)

MELVILLE

11747

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/15/2021

3. Issuer Name and Ticker or Trading Symbol
HENRY SCHEIN INC [ HSIC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO, Strategic Business Group

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	62,292⁽¹⁾⁽²⁾	D
Common Stock, par value $0.01 per share	1,051	I	by 401(k) plan⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)⁽⁴⁾	⁽⁵⁾	03/03/2031	Common Stock, par value $0.01 per share	18,934	62.71	D
SERP Phantom Stock⁽⁶⁾	⁽⁷⁾	⁽⁷⁾	Common Stock, par value $0.01 per share	301⁽⁸⁾	⁽⁹⁾	D

Explanation of Responses:

1. Includes 24,717 shares of Issuer's common stock held in joint tenancy with reporting person's spouse.

2. Also includes restricted stock units ("RSUs") pursuant to the Issuer's 2020 Stock Incentive Plan (f.k.a. 2013 Stock Incentive Plan). 16,129 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. 21,446 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.

3. Reflects the reporting person's interest in equivalent shares of Issuer's 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 Issuer's 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 Issuer's common stock on September 15, 2021.

4. Acquired pursuant to the Issuer's 2020 Stock Incentive Plan.

5. 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, subject to reporting person's continued performance of services for the Issuer.

6. 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.

7. 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.

8. 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 September 15, 2021.

9. 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

	/s/ Jennifer Ferrero (as Attorney-in-Fact for David B. Brous, Jr.)	09/24/2021
	** 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 5 (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.

Exhibit 24

LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING PURPOSES

		Know all by these presents, that the undersigned hereby makes, constitutes and
appoints each of Michael S. Ettinger, Walter Siegel and Jennifer Ferrero, acting
individually, as the undersigned's true and lawful attorney-in-fact, with full
power and authority as hereinafter described on behalf of and in the name, place
and stead of the undersigned to:

		(1)	execute for, and on behalf of, the undersigned, in the undersigned's
capacity as an officer and/or director of Henry Schein, Inc. (the "Company"),
Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act
of 1934 and the rules and regulations promulgated thereunder, as amended from
time to time (the "Exchange Act");

		(2)	seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to any attorney-in-fact and further approves and ratifies
any such release of information;

		(3)	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to prepare, complete and execute any such Form 3,
4 or 5, and any amendments thereto, or other required report and timely file
such Forms or reports with the United States Securities and Exchange Commission,
the NASDAQ Stock Market and any stock exchange or similar authority as
considered necessary or advisable under Section 16(a) of the Exchange Act; and

		(4)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's sole discretion.

		The undersigned hereby gives and grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.

		The undersigned hereby acknowledges that (a) the foregoing attorneys-in-fact
are serving in such capacity at the request of the undersigned; (b) this Limited
Power of Attorney authorizes, but does not require, each such attorney-in-fact
to act in their discretion on information provided to such attorney-in-fact
without independent verification of such information; (c) any documents prepared
and/or executed by any attorney-in-fact on behalf of the undersigned pursuant to
this Limited Power of Attorney shall be in such form and shall contain such
information and disclosure as such attorney-in-fact, in his or her sole
discretion, deems necessary or advisable; (d) neither the Company nor any
attorney-in-fact assumes (i) any liability for the undersigned's responsibility
to comply with the requirements of the Exchange Act, (ii) any liability of the
undersigned for any failure to comply with such requirements, or (iii) any
obligation or liability of the undersigned for profit disgorgement under Section
16(b) of the Exchange Act; and (e) this Limited Power of Attorney does not
relieve the undersigned from responsibility for compliance with the
undersigned's obligations under the Exchange Act, including, without limitation,
the reporting requirements under Section 16 of the Exchange Act.

		This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of, and transactions in, securities issued by the
Company, unless earlier revoked as to any attorney-in-fact by the undersigned in
a signed writing delivered to such attorney-in-fact.  In affixing his signature
to this Power of Attorney, the undersigned hereby revokes any and all previously
executed Powers of Attorney for the same or similar purposes.

		IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 21st day of September 2021.


/s/ David B. Brous, Jr.
(Sign above)
Print name: David B. Brous, Jr.