CENTENE CORP — Director's Dealing 2017

Dec 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2017-12-12

Reporting Person: NEIDORFF MICHAEL F (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-12	Common Stock	G	50	—	Disposed	3724279.1753	Direct
2017-12-13	Common Stock	A	160000	$100.86	Acquired	3884279.1753	Direct
2017-12-14	Common Stock	F	14385	$101.19	Disposed	3869894.1753	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3600	Indirect
Common Stock	200000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0.0	2011-02-11	Common Stock (101138.002)	101138.002	Direct
Common Stock Option (right to buy)	$57.02	2026-12-14	Common Stock (20000.0)	20000	Direct

Footnotes

F1: Ownership includes this award of 160,000 restricted stock units. 96,000 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. The remaining 64,000 units will vest in three annual installments on the anniversary of the grant date. In addition, ownership includes previous awards of 430,000 restricted stock units subject to vesting requirements.

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

F3: Owned by a grantor retained annuity trust of which Mr. Neidorff is the trustee and beneficiary of the annuity.

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 Mr. Neidorff's termination with the Company or on such other date Mr. Neidorff may elect.