CENTENE CORP — Director's Dealing 2019

Feb 8, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2019-02-05

Reporting Person: BRINKLEY CYNTHIA J (EVP, Chief Admin/Markets Offcr)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-05	Common Stock	A	24500	$28.40	Acquired	333966	Direct
2019-02-05	Common Stock	F	33384	$64.99	Disposed	300582	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0.0	2016-02-16	Common Stock (4664.872)	4664.872	Direct

Footnotes

F1: Represents the additional number of shares earned from a previously reported performance stock unit grant from December 2015 with a three-year performance period. Refer to Form 4 filed on December 17, 2015. 50,000 shares were reported based on achievement of target level of performance.

F2: Ownership includes 135,734 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 Ms. Brinkley's termination with the Company or on such other date Ms. Brinkley may elect.