CENTENE CORP — Director's Dealing 2014

Nov 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2014-10-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-30	Common Stock	S	20000	$90.45	Disposed	1740143	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)	$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: This sale is pursuant to diversification and in accordance with a 10b5-1 Trading Plan that was established on August 15, 2014. The weighted average price for this transaction is reported within the form. Full information regarding the number of shares at each price is available upon request.

F2: Ownership includes previous awards of 385,000 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. Neidorff's termination with the Company or on such other date Mr. Neidorff may elect.