CENTENE CORP — Director's Dealing 2021

Dec 15, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2021-11-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-01	Common Stock	G	20000	—	Disposed	6505044.351	Direct
2021-11-23	Common Stock	G	19485	—	Disposed	6485559.351	Direct
2021-12-11	Common Stock	F	17014	$78.45	Disposed	6468545.351	Direct
2021-12-12	Common Stock	F	14472	$78.45	Disposed	6454073.351	Direct
2021-12-14	Common Stock	S	27000	$79.37	Disposed	6427073.351	Direct
2021-12-14	Common Stock	S	23000	$80.11	Disposed	6404073.351	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	494498	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 (13334.0)	13334	Direct
Common Stock Option (right to buy)	$59.73	2030-12-15	Common Stock (150000.0)	150000	Direct

Footnotes

F1: Shares withheld for taxes upon vesting of previously reported stock grant.

F2: This sale is pursuant to an ongoing but small diversification plan and is in accordance with a 10b5-1 Trading Plan that was established on October 28, 2021.

F3: The weighted average price for this transaction is reported within the form. Shares were sold at prices ranging from $79.19 to $79.56. Full information regarding the number of shares at each price is available upon request.

F4: The weighted average price for this transaction is reported within the form. Shares were sold at prices ranging from $79.57 to $80.56. Full information regarding the number of shares at each price is available upon request.

F5: Ownership includes 732,682 shares of restricted stock units subject to vesting requirements.

F6: Owned by a grantor retained annuity trust of which Mr. Neidorff is the trustee and beneficiary of the annuity.

F7: Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.

F8: 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.