CENTENE CORP — Director's Dealing 2018

Dec 18, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2018-12-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-13	Common Stock	F	9654	$134.29	Disposed	3719025.1753	Direct
2018-12-14	Common Stock	F	13576	$132.87	Disposed	3705449.1753	Direct
2018-12-16	Common Stock	F	15838	$127.53	Disposed	3689611.1753	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	147390	Indirect
Common Stock	3600	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: Shares withheld for taxes upon vesting of previously reported stock grant.

F2: Ownership includes previous awards of 596,650 restricted stock units subject to vesting requirements.

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.