CENTENE CORP — Director's Dealing 2014

Dec 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2014-12-09

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-09	Common Stock	A	5000	$99.25	Acquired	49446	Direct
2014-12-10	Common Stock	F	417	$99.50	Disposed	49029	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: Ownership includes this award of 5,000 restricted stock units. Half of the units will vest in three annual installments on the anniversary of the grant date. The remaining half are performance stock units. The number of performance stock units vesting over three annual installments is predicated on meeting a one year performance condition. In addition, ownership includes previous awards of 22,084 restricted stock units subject to vesting requirements.

F2: Shares withheld for taxes upon vesting of previously reported stock grant.

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.