CENTENE CORP — Director's Dealing 2016

Dec 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2016-12-13

Reporting Person: BRINKLEY CYNTHIA J (EVP, Global Corp Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-13	Common Stock	A	50000	$56.26	Acquired	150073	Direct
2016-12-15	Common Stock	F	3996	$56.14	Disposed	146077	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0.0	2016-02-16	Common Stock (2332.436)	2332.436	Direct

Footnotes

F1: Ownership includes this award of 50,000 restricted stock units. 20,000 units will vest in three annual installments on the anniversary of the grant date. The remaining 30,000 units 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 65,001 shares of restricted stock units subject to vesting requirements.

F2: Shares withheld for taxes upon vesting of previously reported stock grant.

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.