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CENTENE CORP Director's Dealing 2015

Jul 2, 2015

30343_dirs_2015-07-02_e5732e1b-687e-46e1-b157-9bb98afec669.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2015-07-02

Reporting Person: BRINKLEY CYNTHIA J (EVP, International Operations)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-07-02 Phantom Stock $0.0 A 23.771 Acquired 2015-07-02 Common Stock (23.771) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 70000 Direct

Footnotes

F1: Ownership includes previous awards of 70,000 restricted stock units subject to vesting requirements.

F2: Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.

F3: The phantom stock was acquired by Ms. Brinkley through regular scheduled payroll contributions to the Company's deferred compensation plan.

F4: The phantom stock has no formal expiration date. The phantom stock will be settled in cash or other non-Company securities upon Ms. Brinkley's termination with the Company or on such other date Ms. Brinkley may elect.