CENTENE CORP — Director's Dealing 2011

Dec 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Williamson Keith H (SVP, Secr. & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-13	Common Stock	A	15000	$36.32	Acquired	76355	Direct
2011-12-14	Common Stock	F	1623	$35.77	Disposed	74732	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Option (right to buy)	$24.11	2016-11-13	Common Stock (7500)	7500	Direct

Footnotes

F1: Ownership includes this award of 15,000 restricted stock units which vest in three annual installments on the anniversary of the grant date. In addition, ownership includes previous awards of 14,167 restricted stock units subject to vesting requirements.

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