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CENTENE CORP Director's Dealing 2015

Dec 11, 2015

30343_dirs_2015-12-11_3843e833-273d-417c-a169-159af8726572.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: 2015-12-09

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-12-09 Common Stock F 2398 $57.40 Disposed 62981 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock $0.0 2015-12-04 Common Stock (816.714) 816.714 Direct

Footnotes

F1: Shares withheld for taxes upon vesting of previously reported stock grant.

F2: Ownership includes previous awards of 51,666 restricted stock units subject to vesting requirements.

F3: Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.

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.