CENTENE CORP — Director's Dealing 2014

Dec 15, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2014-12-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-11	Common Stock	F	1886	$97.10	Disposed	47143	Direct
2014-12-13	Common Stock	F	2398	$103.20	Disposed	44745	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: Shares withheld for taxes upon vesting of previously reported stock grant.

F2: Ownership includes previous awards of 17,916 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. Harrold's termination with the Company or on such other date Mr. Harrold may elect.