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CENTENE CORP Director's Dealing 2012

Dec 13, 2012

30343_dirs_2012-12-13_fc5b1bb3-6795-4d01-9fca-16a6abf55985.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2012-12-11

Reporting Person: Mason Mary V (SVP & Chief Medical Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-12-11 Common Stock A 7500 $45.70 Acquired 40759 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock $0.0 2012-04-27 Common Stock (4343.887) 4343.887 Direct

Footnotes

F1: Ownership includes this award of 7,500 restricted stock units which vest in three equal annual installments on the anniversary of the grant date. In addition, ownership includes previous awards of 14,333 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 has no formal expiration date. The phantom stock will be settled in cash or other non-Company securities upon Dr. Mason's termination with the Company or on such other date Dr. Mason may elect.