CENTENE CORP — Director's Dealing 2011

Mar 14, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2011-03-11

Reporting Person: GOLDMAN CAROL (Exec VP Chief Admin Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-11	Common Stock	M	3000	$16.65	Acquired	99584	Direct
2011-03-11	Common Stock	S	15000	$30.75	Disposed	84584	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-11	Common Stock Option (right to buy)	$16.65	M	3000	Disposed	2014-05-04	Common Stock (3000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0.0	2007-12-31	Common Stock (220.672)	220.672	Direct
Common Stock Option (right to buy)	$13.58	2013-08-26	Common Stock (17500)	17500	Direct
Common Stock Option (right to buy)	$13.98	2013-12-16	Common Stock (5324)	5324	Direct
Common Stock Option (right to buy)	$26.07	2014-12-08	Common Stock (40000)	40000	Direct
Common Stock Option (right to buy)	$25.40	2015-12-13	Common Stock (10000)	10000	Direct
Common Stock Option (right to buy)	$25.21	2016-12-12	Common Stock (5000)	5000	Direct

Footnotes

F1: Ownership includes previous awards of 44,900 restricted stock units which are subject to vesting requirements.

F2: This sale is pursuant to a 10b5-1 Trading Plan established on February 25, 2011. The weighted average price for this transaction is reported within the form. Full information regarding the number of shares at each price is available upon request.

F3: Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.

F4: The phantom stock has no formal expiration date. The phantom stock will be settled in cash or other non-Company securities upon Ms. Goldman's termination with the Company or on such other date Ms. Goldman may elect.