CENTENE CORP — Director's Dealing 2020

Mar 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2020-02-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-10	Common Stock	G	30000	—	Disposed	7075232.351	Direct
2020-03-04	Common Stock	M	12500	$28.51	Acquired	7087732.351	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-04	Common Stock Option (right to buy)	$28.51	M	12500	Disposed	2026-12-14	Common Stock (20000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	292170	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

Footnotes

F1: Ownership includes 861,645 shares of restricted stock subject to vesting requirements.

F2: Mr. Neidorff used cash to satisfy the exercise price and tax obligation.

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.