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: NEIDORFF MICHAEL F (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-23	Common Stock	G	30000	—	Disposed	3876583.1753	Direct
2016-12-27	Common Stock	G	12500	—	Disposed	3864083.1753	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 previous awards of 553,332 restricted stock units subject to vesting requirements.

F2: Owned by a grantor retained annuity trust of which Mr. Neidorff is the trustee and beneficiary of the annuity.

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