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: KROLL EDMUND E (SVP Fin & Investor Relations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-13	Common Stock	A	7500	$36.32	Acquired	42997	Direct
2011-12-14	Common Stock	F	1208	$35.77	Disposed	41789	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Option (right to buy)	$22.23	2017-05-22	Common Stock (25000)	25000	Direct
Common Stock Option (right to buy)	$24.79	2017-12-12	Common Stock (2500)	2500	Direct
Common Stock Option (right to buy)	$17.92	2018-12-09	Common Stock (5000)	5000	Direct

Footnotes

F1: Ownership includes this award of 7,500 restricted stock units which vest in three annual installments on the anniversary of the grant date. In addition, ownership includes previous awards of 13,200 restricted stock units subject to vesting requirements.

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