CENTENE CORP — Director's Dealing 2012

Nov 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2012-11-21

Reporting Person: MINIFIE C DAVID (EVP, Chief Marketing Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-21	Phantom Stock	$0.0	A	4.70	Acquired	2012-11-21	Common Stock (4.7)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10500	Direct

Footnotes

F1: Ownership includes previous awards of 10,500 restricted stock units subject to vesting requirements.

F2: Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.

F3: The phantom stock was acquired by Mr. Minifie through regular scheduled payroll contributions to the Company's deferred compensation plan.

F4: The phantom stock has no formal expiration date. The phantom stock will be settled in cash or other non-Company securities upon Mr. Minifie's termination with the Company or on such other date Mr. Minifie may elect.

F5: Ownership includes previous acquisitions of 43.441 shares of phantom stock by Mr. Minifie through regular scheduled payroll contributions to the Company's deferred compensation plan.