CENTENE CORP — Director's Dealing 2015

Dec 23, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2015-12-17

Reporting Person: GOLDMAN CAROL (Exec VP Chief Admin Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-17	Common Stock	G	20123	—	Disposed	97448	Direct
2015-12-17	Common Stock	G	20123	—	Acquired	62117	Indirect
2015-12-22	Common Stock	S	25000	$65.19	Disposed	37117	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0.0	2007-12-31	Common Stock (441.344)	441.344	Direct
Common Stock Option (right to buy)	$12.6	2016-12-12	Common Stock (6000.0)	6000	Direct

Footnotes

F1: Ownership includes previous awards of 85,834 restricted stock units subject to vesting requirements.

F2: The reporting person serves as co-trustee and co-beneficiary of the trust with her spouse.

F3: This sale is pursuant to a 10b5-1 Trading Plan that was established on November 6, 2015. 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.

F4: Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.

F5: 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.