CENTENE CORP — Director's Dealing 2012

Dec 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Schwaneke Jeffrey A. (SVP, Corp. Controller & CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-11	Common Stock	A	6500	$45.70	Acquired	26143	Direct
2012-12-12	Common Stock	M	3000	$17.38	Acquired	29143	Direct
2012-12-12	Common Stock	S	3000	$46	Disposed	26143	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-12	Common Stock Option (right to buy)	$17.38	M	3000	Disposed	2018-07-07	Common Stock (3000.0)	Direct

Footnotes

F1: Ownership includes this award of 6,500 restricted stock units which vest in three equal annual installments on the anniversary of the grant date. In addition, ownership includes previous awards of 12,233 restricted stock units subject to vesting requirements.

F2: This sale is pursuant to a 10b5-1 Trading Plan that was established on April 27, 2012.