CENTENE CORP — Director's Dealing 2014

Jan 16, 2014

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2013-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-20	Common Stock	G	20000	—	Disposed	1777780	Direct
2013-12-24	Common Stock	G	10000	—	Disposed	1767780	Direct
2013-12-30	Common Stock	G	2345	—	Disposed	1765435	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 (70000.0)	70000	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: Ownership includes previous awards of 410,000 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 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.