CENTENE CORP — Director's Dealing 2016

Oct 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2016-10-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-03	Common Stock	S	10000	$66.36	Disposed	30801	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	78500	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: This sale is pursuant to a 10b5-1 Trading Plan that was established on September 1, 2016. The weighted average price for this transaction is reported within the form. Full information regarding the number of shares at each price is available upon request.

F2: The reporting person serves as co-trustee and co-beneficiary of the trust with her spouse.

F3: Ownership includes previous awards of 78,500 restricted stock units subject to vesting requirements.

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.