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: NEIDORFF MICHAEL F (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-05	Common Stock	A	102900	$29.36	Acquired	7502122.351	Direct
2019-02-05	Common Stock	F	137722	$64.99	Disposed	7364400.351	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	294780	Indirect
Common Stock	7200	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0.0	2011-02-11	Common Stock (202276.004)	202276.004	Direct
Common Stock Option (right to buy)	$28.51	2026-12-14	Common Stock (20000.0)	20000	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. 210,000 shares were reported based on achievement of target level of performance.

F2: Ownership includes 983,300 shares of 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.