CENTENE CORP — Director's Dealing 2022

Oct 5, 2022

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2022-09-28

Reporting Person: FASOLA KENNETH J (EVP, Health Care Enterprises)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	182536	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0.0	2022-09-16	Common Stock (101.431)		Direct

Footnotes

F1: Ownership includes 161,543 previously awarded restricted stock units subject to the following vesting requirements: 53,374 units vest in three equal installments on the anniversary of the grant date beginning January 19, 2023; 14,211 units vest in three equal installments beginning March 15, 2023; 36,320 units vest on January 4, 2024; 36,321 units vest on July 4, 2024. An additional 21,317 shares are performance units granted on March 11, 2022, which are subject to meeting three-year performance conditions. The number of performance stock units vesting at the end of the three-year performance period is predicated on meeting three-year performance conditions.

F2: The phantom stock has no formal expiration date. The phantom stock will be settled in cash or other non-Company securities upon Mr. Fasola's termination with the Company, or on such other date Mr. Fasola may elect.

F3: The phantom stock was acquired by Mr. Fasola through regularly scheduled payroll contributions to the Company's deferred compensation plan.

F4: Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.