CENTENE CORP — Director's Dealing 2015

Dec 14, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2015-12-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-10	Common Stock	M	400000	$12.70	Acquired	4054955	Direct
2015-12-10	Common Stock	F	229150	$57.52	Disposed	3825805	Direct
2015-12-10	Common Stock	F	22377	$57.52	Disposed	3803428	Direct
2015-12-11	Common Stock	F	47950	$57.47	Disposed	3755478	Direct
2015-12-12	Common Stock	F	47950	$56.87	Disposed	3707528	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-10	Common Stock Option (right to buy)	$12.7	M	400000	Disposed	2015-12-13	Common Stock (400000.0)	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 previous awards of 393,334 restricted stock units subject to vesting requirements.

F2: Mr. Neidorff exercised the stock options using a combination of shares and cash for the option cost and tax obligation.

F3: Shares withheld for taxes upon vesting of previously reported stock grant.

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 Mr. Neidorff's termination with the Company or on such other date Mr. Neidorff may elect.