CENTENE CORP — Director's Dealing 2016

Nov 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2016-10-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-31	Common Stock	J	703	$62.36	Disposed	28867	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0.0	2016-10-21	Common Stock (91.972)	91.972	Direct

Footnotes

F1: 401(k) divestiture of company stock which was redistributed amongst investment funds.

F2: Ownership includes 23,539 shares of restricted stock subject to vesting requirements.

F3: Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.

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.