CENTENE CORP — Director's Dealing 2011

Oct 27, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2011-10-25

Reporting Person: ROBERTS JOHN R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-25	Common Stock	A	445	$29.07	Acquired	43668.463	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	29669	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Option (right to buy)	$16.91	2018-12-10	Common Stock (5000)	5000	Direct
Common Stock Option (right to buy)	$16.65	2014-05-04	Common Stock (10000)	10000	Direct

Footnotes

F1: Ownership includes (i) 445 shares of restricted stock vesting on the date of the April 2012 Annual Meeting of Stockholders, subject to meeting Board of Director meeting attendance conditions; (ii) 1,555 shares of restricted stock previously awarded which vest on the date of the April 2012 Annual Meeting of Stockholders and have been modified to include the same conditions; and (iii) 1,555 shares of restricted stock previously awarded which vest on the date of the April 2012 Annual Meeting of Stockholders.

F2: Owned by a revocable trust for the benefit of Mr. Roberts' spouse.