CENTENE CORP — Director's Dealing 2015

Dec 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2015-12-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-16	Common Stock	A	210000	$58.72	Acquired	3917528	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3600	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0.0	2011-02-11	Common Stock (101138.002)	101138.002	Direct
Common Stock Option (right to buy)	$12.6	2016-12-12	Common Stock (172068.0)	172068	Direct

Footnotes

F1: Ownership includes this award of 210,000 restricted stock units. Half of the units will vest in three annual installments on the anniversary of the grant date. The remaining half are performance stock units. The number of performance stock units vesting at the end of the three year period is predicated on meeting three-year performance conditions. In addition, ownership includes previous awards of 393,334 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 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.