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CENTENE CORP Director's Dealing 2011

Dec 15, 2011

30343_dirs_2011-12-15_73fa8212-4521-48e3-903b-c20321d42405.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2011-12-13

Reporting Person: EGGERT MARK W (Executive VP, Health Plans)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-12-13 Common Stock A 12500 $36.32 Acquired 104344 Direct
2011-12-14 Common Stock F 1769 $35.77 Disposed 102575 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Common Stock Option (right to buy) $22.23 2017-11-13 Common Stock (61506) 61506 Direct

Footnotes

F1: Ownership includes this award of 12,500 restricted stock units. Half of the units will vest in three annual installments on the anniversary of the grant date. The remaining half are performance stock units. The number of performance stock units vesting over three annual installments is predicated on meeting a one year performance condition. In addition, ownership includes previous awards of 32,500 restricted stock units subject to vesting requirements.

F2: Shares withheld for taxes upon vesting of previously reported stock grant.