CENTENE CORP — Director's Dealing 2015

Jan 5, 2015

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2014-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-23	Common Stock	G	93	—	Disposed	88448	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: Ownership includes previous awards of 50,167 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 Ms. Goldman's termination with the Company or on such other date Ms. Goldman may elect.