CENTENE CORP — Director's Dealing 2012

Mar 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2012-02-29

Reporting Person: GEPHARDT Richard A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-29	Common Stock	M	10000	$25.21	Acquired	22683	Direct
2012-02-29	Common Stock	S	10000	$48.99	Disposed	12683	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-29	Common Stock Option (right to buy)	$25.21	M	10000	Disposed	2016-12-12	Common Stock (10000)	Direct

Footnotes

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

F2: This sale is pursuant to a 10b5-1 Trading Plan established on February 15, 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.