CENTENE CORP — Director's Dealing 2012

Mar 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2012-03-05

Reporting Person: DITMORE ROBERT K (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-05	Common Stock	M	22500	$7.57	Acquired	272501.076	Direct
2012-03-05	Common Stock	S	22500	$46.65	Disposed	250001.076	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-05	Common Stock Option (right to buy)	$7.57	M	22500	Disposed	2012-07-24	Common Stock (22500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15250	Indirect
Common Stock	5600	Indirect
Common Stock	59200	Indirect

Holdings (Derivative)

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

Footnotes

F1: Ownership includes 3,555 shares of restricted stock subject to vesting requirements.

F2: This sale is pursuant to a 10b5-1 Trading Plan established on February 20, 2012. 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.

F3: Shares owned by spouse who shares Mr. Ditmore's household. Mr. Ditmore disclaims beneficial ownership of the shares held by his spouse, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

F4: Owned by the Ditmore 2002 Charitable Remainder Trust, of which Mr. Ditmore is a co-trustee.

F5: Owned by the Ditmore Family Management Company LLC, of which Mr. Ditmore is a chief manager. Mr. Ditmore disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.