CENTENE CORP — Director's Dealing 2016

Dec 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2016-11-03

Reporting Person: NEIDORFF MICHAEL F (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-03	Common Stock	G	3000	—	Disposed	3939568.1753	Direct
2016-12-09	Common Stock	M	127068	$12.60	Acquired	4066636.1753	Direct
2016-12-09	Common Stock	F	75565	$56.94	Disposed	3991071.1753	Direct
2016-12-10	Common Stock	F	44755	$56.80	Disposed	3946316.1753	Direct
2016-12-11	Common Stock	F	47950	$56.80	Disposed	3898366.1753	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-09	Common Stock Option (right to buy)	$12.6	M	127068	Disposed	2016-12-12	Common Stock (127068.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3600	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0.0	2011-02-11	Common Stock (101138.002)	101138.002	Direct

Footnotes

F1: Ownership includes previous awards of 363,332 restricted stock units subject to vesting requirements.

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

F3: Shares withheld for taxes upon vesting of previously reported stock grant.

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 Mr. Neidorff's termination with the Company or on such other date Mr. Neidorff may elect.