CENTENE CORP — Director's Dealing 2021

Dec 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2021-12-15

Reporting Person: KOSTER CHRISTOPHER (EVP, Secr. & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-15	Common Stock	A	5856	$66.23	Acquired	124072.945	Direct
2021-12-15	Common Stock	F	10378	$81.85	Disposed	113694.945	Direct
2021-12-15	Common Stock	A	36347	$81.85	Acquired	150041.945	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-15	Common Stock Option (right to buy)	$81.85	A	15690	Acquired	2031-12-15	Common Stock (15690.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0.0	2020-03-06	Common Stock (3015.544)	3015.544	Direct

Footnotes

F1: Represents the additional number of shares earned from a previously reported performance stock unit grant from December 2018 with a three-year performance period. Refer to Form 3 filed on February 10, 2020. 12,000 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 36,347 restricted stock units. 19,243 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 17,104 units will vest in three annual installments on the anniversary of the grant date. In addition, ownership includes 64,667 shares of restricted stock units subject to vesting requirements.

F4: Performance Stock Option granted on December 15, 2021, may become exercisable on or after the third anniversary of the grant date if the closing price of CNC's common stock equals or exceeds $100 per share for 20 consecutive trading days following the grant date.

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