CENTENE CORP — Director's Dealing 2016

Feb 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2016-02-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-12	Common Stock	M	6000	$12.60	Acquired	100945	Direct
2016-02-12	Common Stock	F	3610	$53.72	Disposed	97335	Direct
2016-02-12	Common Stock	G	11614	—	Disposed	85721	Direct
2016-02-12	Common Stock	G	11614	—	Acquired	48580	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-12	Common Stock Option (right to buy)	$12.6	M	6000	Disposed	2016-12-12	Common Stock (6000.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0.0	2007-12-31	Common Stock (441.344)	441.344	Direct

Footnotes

F1: Ownership includes previous awards of 78,500 restricted stock units subject to vesting requirements.

F2: Shares withheld for payment of exercise price and tax liability of previously reported stock grant.

F3: The reporting person serves as co-trustee and co-beneficiary of the trust with her spouse.

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