CENTENE CORP — Director's Dealing 2014

Oct 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2014-10-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-22	Common Stock	F	834	$82.56	Disposed	18173	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0.0	2013-12-20	Common Stock (125.723)	125.723	Direct

Footnotes

F1: Shares withheld for taxes upon vesting of previously reported stock grant.

F2: Ownership includes previous awards of 13,500 restricted stock units subject to vesting requirements.

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. Minifie's termination with the Company or on such other date Mr. Minifie may elect.