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: BROOKS MARK J (EVP, Chief Information Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-04	Common Stock	A	13920	$28.13	Acquired	159662	Direct
2020-02-04	Common Stock	F	14624	$62.88	Disposed	145038	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 2016 with a three-year performance period. Refer to Form 4 filed on December 15, 2016. 24,000 shares were reported based on achievement of target level of performance.

F2: Ownership includes 89,442 shares of restricted stock subject to vesting requirements.

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

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.