CENTENE CORP — Director's Dealing 2012

Mar 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2012-03-06

Reporting Person: GOLDMAN CAROL (Exec VP Chief Admin Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-06	Common Stock	M	38081	$26.07	Acquired	149984	Direct
2012-03-06	Common Stock	S	38081	$45.64	Disposed	111903	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-06	Common Stock Option (right to buy)	$26.07	M	38081	Disposed	2014-12-08	Common Stock (38081)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0.0	2007-12-31	Common Stock (220.672)	220.672	Direct
Common Stock Option (right to buy)	$25.40	2015-12-13	Common Stock (7999)	7999	Direct
Common Stock Option (right to buy)	$25.21	2016-12-12	Common Stock (3000)	3000	Direct

Footnotes

F1: Ownership includes 40,001 shares of restricted stock subject to vesting requirements.

F2: This sale is pursuant to a 10b5-1 Trading Plan established on February 21, 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: 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 Ms. Goldman's termination with the Company or on such other date Ms. Goldman may elect.