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: BROOKS MARK J (EVP, Chief Information Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-15	Common Stock	A	9555	$49.85	Acquired	168529	Direct
2020-12-15	Common Stock	F	12224	$59.73	Disposed	156305	Direct
2020-12-15	Common Stock	A	25000	$59.73	Acquired	181305	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0.0	2019-02-15	Common Stock (548.12)	548.12	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. 17,760 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 25,000 restricted stock units. 15,000 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 10,000 units will vest in three annual installments on the anniversary of the grant date. In addition, ownership includes 78,135 shares of restricted stock units subject to vesting requirements.

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. Brooks' termination with the Company or on such other date Mr. Brooks may elect.