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: GOLDMAN CAROL (Exec VP Chief Admin Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-11	Common Stock	F	3516	$97.10	Disposed	90140	Direct
2014-12-13	Common Stock	F	1599	$103.20	Disposed	88541	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0.0	2007-12-31	Common Stock (220.672)	220.672	Direct
Common Stock Option (right to buy)	$25.4	2015-12-13	Common Stock (7999.0)	7999	Direct
Common Stock Option (right to buy)	$25.21	2016-12-12	Common Stock (3000.0)	3000	Direct

Footnotes

F1: Shares withheld for taxes upon vesting of previously reported stock grant.

F2: Ownership includes previous awards of 50,167 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 Ms. Goldman's termination with the Company or on such other date Ms. Goldman may elect.