CENTENE CORP — Director's Dealing 2012

Jan 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2012-01-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-19	Common Stock	M	1919	$26.07	Acquired	112431	Direct
2012-01-19	Common Stock	M	2001	$25.40	Acquired	114432	Direct
2012-01-19	Common Stock	M	2000	$25.21	Acquired	116432	Direct
2012-01-19	Common Stock	F	3395	$44.57	Disposed	113037	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-19	Common Stock Option (right to buy)	$26.07	M	1919	Disposed	2014-12-08	Common Stock (1919)	Direct
2012-01-19	Common Stock Option (right to buy)	$25.40	M	2001	Disposed	2015-12-13	Common Stock (2001)	Direct
2012-01-19	Common Stock Option (right to buy)	$25.21	M	2000	Disposed	2016-12-12	Common Stock (2000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0.0	2007-12-31	Common Stock (220.672)	220.672	Direct

Footnotes

F1: Ownership includes 43,334 shares of restricted stock subject to vesting requirements.

F2: Shares withheld for payment of exercise price and tax liability of previously reported stock grant.

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.