CENTENE CORP — Director's Dealing 2013

Feb 1, 2013

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2012-12-31

Reporting Person: NEIDORFF MICHAEL F (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-28	Common Stock	G	28000	$39.89	Disposed	1685851	Direct
2012-12-31	Common Stock	G	45235	$40.13	Disposed	1640616	Direct
2012-12-31	Common Stock	G	15000	$40.13	Disposed	1625616	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1800	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0.0	2011-02-11	Common Stock (50569.001)	50569.001	Direct
Common Stock Option (right to buy)	$17.85	2014-07-27	Common Stock (170000.0)	170000	Direct
Common Stock Option (right to buy)	$25.4	2015-12-13	Common Stock (200000.0)	200000	Direct
Common Stock Option (right to buy)	$25.21	2016-12-12	Common Stock (96034.0)	96034	Direct

Footnotes

F1: Shares have been transferred with the stipulation that, at a minimum, they are held until financial results for the quarter ending June 30, 2013 are reported. Mr. Neidorff does not have any continuing investment control over these shares.

F2: Ownership includes previous awards of 410,000 restricted stock units subject to vesting requirements. Since the date of Mr. Neidorff's last ownership report, 75,000 performance stock units were forfeited due to the Company 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 Mr. Neidorff's termination with the Company or on such other date Mr. Neidorff may elect.