CENTENE CORP — Director's Dealing 2011

Dec 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2011-12-08

Reporting Person: Mason Mary V (SVP & Chief Medical Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-08	Common Stock	G	80	$37.20	Disposed	21630	Direct
2011-12-09	Common Stock	F	379	$36.58	Disposed	21251	Direct
2011-12-12	Common Stock	F	528	$37.56	Disposed	20723	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0	2011-04-29	Common Stock (4417.992)	4417.992	Direct
Common Stock Option (right to buy)	$26.29	2016-01-03	Common Stock (4500)	4500	Direct
Common Stock Option (right to buy)	$28.26	2016-04-24	Common Stock (2000)	2000	Direct
Common Stock Option (right to buy)	$25.21	2016-12-12	Common Stock (1000)	1000	Direct

Footnotes

F1: Ownership includes previous awards of 8,833 restricted stock units subject to vesting requirements.

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

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 Dr. Mason's termination with the Company or on such other date Dr. Mason may elect.