CENTENE CORP — Director's Dealing 2017

Mar 28, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2017-03-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-24	Common Stock	F	1112	$65.31	Disposed	44207	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0.0	2016-12-29	Common Stock (151.534)	151.534	Direct

Footnotes

F1: Shares withheld for taxes upon vesting of previously reported stock grant.

F2: Ownership includes 32,869 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 Mr. Brooks' termination with the Company or on such other date Mr. Brooks may elect.