CENTENE CORP — Director's Dealing 2011

Jun 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2011-06-03

Reporting Person: NEIDORFF MICHAEL F (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-03	Common Stock	M	3966	$25.21	Acquired	1642613	Direct
2011-06-03	Common Stock	M	25204	$13.58	Acquired	1667817	Direct
2011-06-03	Common Stock	F	19170	$34.94	Disposed	1648647	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-06-03	Common Stock Option (right to buy)	$13.58	M	25204	Disposed	2013-08-26	Common Stock (25204)	Direct
2011-06-03	Common Stock Option (right to buy)	$25.21	M	3966	Disposed	2016-12-12	Common Stock (3966)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0	2011-02-11	Common Stock (50569.001)	50569.001	Direct
Common Stock Option (right to buy)	$13.98	2013-12-16	Common Stock (200000)	200000	Direct
Common Stock Option (right to buy)	$17.85	2014-07-27	Common Stock (180000)	180000	Direct
Common Stock Option (right to buy)	$25.40	2015-12-13	Common Stock (200000)	200000	Direct

Footnotes

F1: Ownership includes previous awards of 603,334 restricted stock units subject to vesting requirements.

F2: Shares withheld to cover the cost of the stock option exercises and tax obligations.

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 Mr. Neidorff's termination with the Company or on such other date Mr. Neidorff may elect.