CENTENE CORP — Director's Dealing 2017

Feb 13, 2017

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2016-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-28	Common Stock	G	170	—	Disposed	30631	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	70876	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: The reporting person serves as co-trustee and co-beneficiary of the trust with her spouse.

F2: Ownership includes 51,750 shares of restricted stock units 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 Ms. Goldman's termination with the Company or on such other date Ms. Goldman may elect.