CENTENE CORP — Director's Dealing 2020

Dec 18, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2020-12-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-15	Common Stock	A	103296	$50.43	Acquired	6442204.351	Direct
2020-12-15	Common Stock	F	132145	$59.73	Disposed	6310059.351	Direct
2020-12-15	Common Stock	A	250000	$59.73	Acquired	6560059.351	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-15	Common Stock Option (right to buy)	$59.73	A	150000	Acquired	2030-12-15	Common Stock (150000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	605615	Indirect
Common Stock	3600	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)	$59.62	2029-12-11	Common Stock (20000.0)	20000	Direct
Common Stock Option (right to buy)	$28.51	2026-12-14	Common Stock (7500.0)	7500	Direct

Footnotes

F1: Represents the additional number of shares earned from a previously reported performance stock unit grant from December 2017 with a three-year performance period. Refer to Form 4 filed on December 14, 2017. 192,000 shares were reported based on achievement of target level of performance.

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

F3: Ownership includes this award of 250,000 restricted stock units. 150,000 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 100,000 units will vest in three annual installments on the anniversary of the grant date. In addition, ownership includes 554,831 shares of restricted stock units subject to vesting requirements.

F4: Owned by a grantor retained annuity trust of which Mr. Neidorff is the trustee and beneficiary of the annuity.

F5: One-third of the options will vest and become non-forfeitable on each of the first three anniversaries of the date of grant. Once vested, the options will remain exercisable for the balance of their full ten year term.

F6: Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.

F7: 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.