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CENTENE CORP Director's Dealing 2016

Aug 15, 2016

30343_dirs_2016-08-15_04726872-009b-41bf-bc16-0ea7882978c9.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: 2016-08-12

Reporting Person: BROOKS MARK J (SVP, Chief Information Officer)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-08-12 Phantom Stock $0.0 A 9.95 Acquired 2016-08-12 Common Stock (9.95) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 29570 Direct

Footnotes

F1: Ownership includes 23,539 shares of restricted stock 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 was acquired by Mr. Brooks through regular scheduled payroll contributions to the Company's deferred compensation plan.

F4: The phantom stock has no formal expiration date. The phantom stock will be settled in cash or other non-Company securities upon Mr. Brooks' termination with the Company or on such other date Mr. Brooks may elect.