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: BROOKS MARK J (SVP, Chief Information Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-13	Common Stock	A	20000	$56.26	Acquired	46717	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0.0	2016-12-02	Common Stock (127.393)	127.393	Direct

Footnotes

F1: Ownership includes this award of 20,000 restricted stock units. 8,000 units will vest in three annual installments on the anniversary of the grant date. The remaining 12,000 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 20,389 shares of restricted stock units 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 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.