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: Schwaneke Jeffrey A. (EVP, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-13	Common Stock	A	40000	$56.26	Acquired	116582	Direct
2016-12-15	Common Stock	F	3197	$56.14	Disposed	113385	Direct

Footnotes

F1: Ownership includes this award of 40,000 restricted stock units. 16,000 units will vest in three annual installments on the anniversary of the grant date. The remaining 24,000 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 38,334 shares of restricted stock units subject to vesting requirements.

F2: Shares withheld for taxes upon vesting of previously reported stock grant.