CENTENE CORP — Director's Dealing 2020

Feb 7, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2020-02-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-04	Common Stock	A	156600	$28.51	Acquired	7295322.351	Direct
2020-02-04	Common Stock	F	190090	$62.88	Disposed	7105232.351	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
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 2016 with a three-year performance period. Refer to Form 4 filed on December 16, 2016. 270,000 shares were reported based on achievement of target level of performance.

F2: Ownership includes 861,645 shares of restricted stock subject to vesting requirements.

F3: Shares withheld for taxes upon vesting of stock grant.

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

F5: Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.

F6: 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.