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: 2015-12-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-15	Common Stock	A	32500	$56.80	Acquired	117571	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	41994	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0.0	2007-12-31	Common Stock (441.344)	441.344	Direct
Common Stock Option (right to buy)	$12.6	2016-12-12	Common Stock (6000.0)	6000	Direct

Footnotes

F1: Ownership includes this award of 32,500 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 53,334 restricted stock units subject to vesting requirements.

F2: The reporting person serves as co-trustee and co-beneficiary of the trust with her spouse.

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. Goldman's termination with the Company or on such other date Ms. Goldman may elect.