CENTENE CORP — Director's Dealing 2012

Feb 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2012-02-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-07	Common Stock	F	10613	$45.60	Disposed	1682891	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)	$13.58	2013-08-26	Common Stock (122759)	122759	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 (96034)	96034	Direct

Footnotes

F1: Shares withheld for taxes upon vesting of previously reported stock grant.

F2: Ownership includes 540,000 shares of restricted stock subject to vesting requirements.

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.