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: BROOKS MARK J (EVP, Chief Information Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-12	Common Stock	A	14800	$99.70	Acquired	55481	Direct
2017-12-13	Common Stock	F	1279	$100.86	Disposed	54202	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: Ownership includes this award of 14,800 restricted stock units. 8,880 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 5,920 units will vest in three annual installments on the anniversary of the grant date. In addition, ownership includes 27,102 shares of restricted stock units subject to vesting requirements.

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

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.