CENTENE CORP — Director's Dealing 2014

Feb 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2014-02-04

Reporting Person: Imholz Donald G (EVP, Operations and CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-04	Common Stock	F	1262	$59.11	Disposed	89057	Direct
2014-02-06	Common Stock	S	5000	$61.36	Disposed	84057	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Option (right to buy)	$18.84	2018-11-03	Common Stock (6000.0)	6000	Direct

Footnotes

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

F2: Ownership includes previous awards of 42,999 restricted stock units subject to vesting requirements.

F3: This sale is pursuant to a 10b5-1 Trading Plan that was established on December 17, 2013. 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.