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CENTENE CORP Director's Dealing 2013

May 21, 2013

30343_dirs_2013-05-21_b82da048-3a93-4e8b-a864-7f7690873426.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: 2013-05-17

Reporting Person: HARROLD JASON M (EVP, Specialty Comp. Bus. Unit)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-05-17 Common Stock M 7500 $25.21 Acquired 61458 Direct
2013-05-17 Common Stock F 3626 $52.15 Disposed 57832 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-05-17 Common Stock Option (right to buy) $25.21 M 7500 Disposed 2016-12-12 Common Stock (7500.0) Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock $0.0 2010-02-12 Phantom Stock (306.608) 306.608 Direct
Common Stock Option (right to buy) $24.79 2017-12-12 Common Stock (5000.0) 5000 Direct
Common Stock Option (right to buy) $18.44 2019-07-27 Common Stock (5000.0) 5000 Direct

Footnotes

F1: Ownership includes previous awards of 37,050 restricted stock units subject to vesting requirements.

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

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.