CENTENE CORP — Director's Dealing 2012

Dec 12, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2012-04-27

Reporting Person: Mason Mary V (SVP & Chief Medical Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-11	Common Stock	G	106	$35.97	Disposed	30570	Direct
2012-12-10	Common Stock	F	433	$45.14	Disposed	30137	Direct
2012-12-11	Common Stock	M	4500	$26.29	Acquired	34637	Direct
2012-12-11	Common Stock	M	2000	$28.26	Acquired	36637	Direct
2012-12-11	Common Stock	M	1000	$25.21	Acquired	37637	Direct
2012-12-11	Common Stock	F	4378	$45.70	Disposed	33259	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-27	Phantom Stock	$0.0	S	74.105	Disposed	2012-04-27	Common Stock (74.105)	Direct
2012-12-11	Common Stock Option (right to buy)	$26.29	M	4500	Disposed	2016-01-03	Common Stock (4500.0)	Direct
2012-12-11	Common Stock Option (right to buy)	$28.26	M	2000	Disposed	2016-04-24	Common Stock (2000.0)	Direct
2012-12-11	Common Stock Option (right to buy)	$25.21	M	1000	Disposed	2016-12-12	Common Stock (1000.0)	Direct

Footnotes

F1: Ownership includes previous awards of 14,333 restricted stock units subject to vesting requirements.

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

F3: Shares withheld for payment of exercise price of previously reported stock grant.

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 Dr. Mason's termination with the Company or on such other date Dr. Mason may elect.