CENTENE CORP — Director's Dealing 2014

Apr 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2014-04-22

Reporting Person: DITMORE ROBERT K (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-22	Common Stock	A	3000	$57.29	Acquired	272302.347	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15250	Indirect
Common Stock	5600	Indirect
Common Stock	59200	Indirect

Footnotes

F1: Ownership includes 3,000 shares of restricted stock vesting on the date of the April 2015 Annual Meeting of Stockholders, subject to meeting Board of Director meeting attendance conditions.

F2: Shares owned by spouse who shares Mr. Ditmore's household. Mr. Ditmore disclaims beneficial ownership of the shares held by his spouse, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

F3: Owned by the Ditmore 2002 Charitable Remainder Trust, of which Mr. Ditmore is a co-trustee.

F4: Owned by the Ditmore Family Management Company LLC, of which Mr. Ditmore is a chief manager. Mr. Ditmore disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.