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CENTENE CORP — Director's Dealing 2011
Mar 7, 2011
30343_dirs_2011-03-07_53d05054-bfea-495b-9ee0-0122e538b174.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2011-03-03
Reporting Person: NEIDORFF MICHAEL F (Director, Chairman, President and CEO)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2011-03-03 | Common Stock | S | 15000 | $30.61 | Disposed | 1618437 | Direct |
| 2011-03-07 | Common Stock | M | 25000 | $13.58 | Acquired | 1643437 | Direct |
| 2011-03-07 | Common Stock | M | 210 | $7.57 | Acquired | 1643647 | Direct |
| 2011-03-07 | Common Stock | F | 5000 | $30.66 | Disposed | 1638647 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2011-03-07 | Common Stock Option (right to buy) | $13.58 | M | 25000 | Acquired | 2013-08-26 | Common Stock (25000) | Direct |
| 2011-03-07 | Common Stock Option (right to buy) | $7.57 | M | 210 | Acquired | 2012-07-24 | Common Stock (210) | 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 |
| Common Stock Option (right to buy) | $25.21 | 2016-12-12 | Common Stock (100000) | 100000 | Direct |
Footnotes
F1: This sale is pursuant to a 10b5-1 Trading Plan established on February 17, 2011. The weighted average price for this transaction is reported within the form. Full information regarding the number of shares at each price is available upon request. The proceeds from this sale are being used by Mr. Neidorff to satisfy personal income tax obligations.
F2: Ownership includes previous awards of 603,334 restricted stock units subject to vesting requirements.
F3: Shares withheld to cover the cost of the stock option exercise.
F4: Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.
F5: 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.