CENTENE CORP — Director's Dealing 2012

Feb 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2012-02-22

Reporting Person: Imholz Donald G (EVP, Chief Information Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-22	Common Stock	M	3000	$18.84	Acquired	102164	Direct
2012-02-22	Common Stock	F	1136	$49.77	Disposed	101028	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-22	Common Stock Option (right to buy)	$18.84	M	3000	Disposed	2018-11-03	Common Stock (3000)	Direct

Footnotes

F1: Ownership includes 65,667 restricted stock units subject to vesting requirements.

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