CENTENE CORP — Director's Dealing 2012

Apr 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2012-04-26

Reporting Person: HARROLD JASON M (EVP, Specialty Business Unit)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-26	Common Stock	S	5000	$42.36	Disposed	55699	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0	2010-02-12	Phantom Stock (306.608)	306.608	Direct
Common Stock Option (right to buy)	$25.21	2016-12-12	Common Stock (7500)	7500	Direct
Common Stock Option (right to buy)	$24.79	2017-12-12	Common Stock (5000)	5000	Direct
Common Stock Option (right to buy)	$18.44	2019-07-27	Common Stock (5000)	5000	Direct

Footnotes

F1: This sale is pursuant to a 10b5-1 Trading Plan established on March 14, 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.

F2: Ownership includes previous awards of 44,600 restricted stock units subject to vesting requirements.

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 Mr. Harrold's termination with the Company or on such other date Mr. Harrold may elect.