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CENTENE CORP Director's Dealing 2013

Sep 16, 2013

30343_dirs_2013-09-16_59f120d5-5eed-4f5a-b0e3-ea51f7bfebea.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: 2013-09-13

Reporting Person: MINIFIE C DAVID (EVP, Chief Marketing Officer)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-09-13 Phantom Stock $0.0 A 2.259 Acquired 2013-09-13 Common Stock (2.259) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 10175 Direct

Footnotes

F1: Ownership includes previous awards of 9,500 restricted stock units subject to vesting requirements.

F2: Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.

F3: The phantom stock was acquired by Mr. Minifie through regular scheduled payroll contributions to the Company's deferred compensation plan.

F4: The phantom stock has no formal expiration date. The phantom stock will be settled in cash or other non-Company securities upon Mr. Minifie's termination with the Company or on such other date Mr. Minifie may elect.