CENTENE CORP — Director's Dealing 2013

Jun 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2013-06-03

Reporting Person: GOLDMAN CAROL (Exec VP Chief Admin Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-03	Common Stock	S	10000	$49.28	Disposed	76825	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0.0	2007-12-31	Common Stock (220.672)	220.672	Direct
Common Stock Option (right to buy)	$25.4	2015-12-13	Common Stock (7999.0)	7999	Direct
Common Stock Option (right to buy)	$25.21	2016-12-12	Common Stock (3000.0)	3000	Direct

Footnotes

F1: This sale is pursuant to a 10b5-1 Trading Plan that was established on May 20, 2013. 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 35,333 restricted stock units subject to vesting requirements. Since the date of Ms. Goldman's last ownership report, 10,000 performance stock units were forfeited due to not meeting performance conditions.

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 Ms. Goldman's termination with the Company or on such other date Ms. Goldman may elect.