CENTENE CORP — Director's Dealing 2021

Feb 13, 2021

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2020-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-28	Common Stock	G	45000	—	Disposed	6515059.351	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	605615	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)	$59.73	2030-12-15	Common Stock (150000.0)	150000	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 (7500.0)	7500	Direct

Footnotes

F1: Ownership includes 804,831 shares of restricted stock units subject to vesting requirements.

F2: Owned by a grantor retained annuity trust of which Mr. Neidorff is the trustee and beneficiary of the annuity.

F3: Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.

F4: 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.