<SEC-DOCUMENT>0001209191-21-057668.txt : 20210924
<SEC-HEADER>0001209191-21-057668.hdr.sgml : 20210924
<ACCEPTANCE-DATETIME>20210924171647
ACCESSION NUMBER:		0001209191-21-057668
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20210915
FILED AS OF DATE:		20210924
DATE AS OF CHANGE:		20210924

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Connett Bradford C
		CENTRAL INDEX KEY:			0001884896

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-27078
		FILM NUMBER:		211278247

	MAIL ADDRESS:	
		STREET 1:		C/O HENRY SCHEIN, INC.
		STREET 2:		135 DURYEA ROAD
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HENRY SCHEIN INC
		CENTRAL INDEX KEY:			0001000228
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047]
		IRS NUMBER:				113136595
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1225

	BUSINESS ADDRESS:	
		STREET 1:		135 DURYEA RD
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
		BUSINESS PHONE:		6318435500

	MAIL ADDRESS:	
		STREET 1:		135 DURYEA RD
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SCHEIN HENRY INC
		DATE OF NAME CHANGE:	19950907
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2021-09-15</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001000228</issuerCik>
        <issuerName>HENRY SCHEIN INC</issuerName>
        <issuerTradingSymbol>HSIC</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001884896</rptOwnerCik>
            <rptOwnerName>Connett Bradford C</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O HENRY SCHEIN, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>135 DURYEA ROAD</rptOwnerStreet2>
            <rptOwnerCity>MELVILLE</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>11747</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>CEO, NA Distribution Group</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock, par value $0.01 per share</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>59636</value>
                    <footnoteId id="F1"/>
                    <footnoteId id="F2"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Stock Option (Right to Buy)</value>
                <footnoteId id="F3"/>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>62.71</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F4"/>
            </exerciseDate>
            <expirationDate>
                <value>2031-03-03</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock, par value $0.01 per share</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>24851</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>SERP Phantom Stock</value>
                <footnoteId id="F5"/>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F8"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F6"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F6"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock, par value $0.01 per share</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>26</value>
                    <footnoteId id="F7"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Includes 11,242 shares of Issuer's common stock.</footnote>
        <footnote id="F2">Also includes restricted stock units (&quot;RSUs&quot;) pursuant to the Issuer's 2020 Stock Incentive Plan (f.k.a. 2013 Stock Incentive Plan). 21,510 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. 26,884 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.</footnote>
        <footnote id="F3">Acquired pursuant to the Issuer's 2020 Stock Incentive Plan.</footnote>
        <footnote id="F4">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.</footnote>
        <footnote id="F5">This Form 3 includes the reporting person's balance in the Issuer's Supplemental Executive Retirement Plan (&quot;SERP&quot;) that is hypothetically invested in the Issuer's stock fund, representing exempt transactions in the SERP since the reporting person's initial participation therein.</footnote>
        <footnote id="F6">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.</footnote>
        <footnote id="F7">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.</footnote>
        <footnote id="F8">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.</footnote>
    </footnotes>

    <remarks>See Exhibit 24 - Limited Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>/s/ Jennifer Ferrero (as Attorney-in-Fact for Bradford C. Connett)</signatureName>
        <signatureDate>2021-09-24</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.3_1009996
<SEQUENCE>2
<FILENAME>poa.txt
<DESCRIPTION>POA DOCUMENT
<TEXT>
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 22nd day of September 2021.

/s/ Bradford C. Connett
(Sign above)
Print name: Bradford C. Connett




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
