CENTENE CORP — Director's Dealing 2012

Dec 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2012-11-29

Reporting Person: ROBERTS JOHN R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-29	Common Stock	G	2000	$43.57	Disposed	28224	Indirect
2012-11-30	Common Stock	M	10000	$16.65	Acquired	38224	Indirect
2012-11-30	Common Stock	F	5728	$43.73	Disposed	32496	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-30	Common Stock Option (right to buy)	$16.65	M	10000	Disposed	2014-05-04	Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	47412.429	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Option (right to buy)	$16.91	2018-12-10	Common Stock (5000)	5000	Direct

Footnotes

F1: Mr. Roberts' ownership includes 4,000 shares of restricted stock subject to vesting requirements.

F2: Owned by a revocable trust for the benefit of Mr. Roberts' spouse.

F3: Shares withheld for payment of exercise price and tax liability of previously reported stock grant.