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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Deferred Compensation Plan Phantom Stock (2) | (3) | 02/27/2014(2) | A | 13,743 (4) | (5) | (5) | Common Stock, par value $0.01 per share | 13,743 (4) | (6) | 13,743 (4) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LASKAWY PHILIP A C/O HENRY SCHEIN, INC. 135 DURYEA ROAD MELVILLE, NY 11747 |
X | |||
| /s/ Jennifer Ferrero (as Attorney-in-Fact for Philip A. Laskawy) | 03/03/2014 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Grant of time-based restricted stock units pursuant to the Issuer's 1996 Non-Employee Director Stock Incentive Plan, as amended. Such restricted stock units will vest subject to (i) the passage of a specified period of time and (ii) the reporting person's continued performance of services for the Issuer. |
| (2) | This Form 4 includes the balance of the reporting person's phantom stock account under the Issuer's Non-Employee Director Deferred Compensation Plan (the "Plan"), representing exempt transactions under the Plan since the reporting person's initial participation therein. |
| (3) | Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock. |
| (4) | Represents the aggregate number of shares of phantom stock allocated to the reporting person under the Plan as of the date hereof based on the closing price of a share of the Issuer's common stock on February 27, 2014. |
| (5) | The balance in the reporting person's phantom stock account is distributed to the reporting person in Issuer common stock following the termination of the reporting person's directorship, the reporting person's death or disability or a change of control of the Issuer. |
| (6) | The number of shares of phantom stock credited to the reporting person's phantom stock account is determined by dividing the amount of deferred eligible director fees by the closing price of a share of Issuer common stock on each applicable award date. |
| Remarks: Exhibit 24 - Limited Power of Attorney | |