SEC Form 5 · accession 0001071739-15-000015
CENTENE CORP · CNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael F Neidorff
Officer — Chairman, President and CEO · Director
Period of report
Dec 31, 2014
Accepted (ET)
Jan 16, 2015 · 5:51 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001071739
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 26, 2014 | G | 10,000 | $0.00 | D | 1,836,168 | D | |
| Common Stock | holding | — | — | — | 1,800 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF2,F3 | $0.00 | holding | — | — | — | Feb 11, 2011 | Feb 11, 2011 | Common Stock | 50,569 | 50,569 | D |
| Common Stock Option (right to buy) | $25.40 | holding | — | — | — | Dec 13, 2008 | Dec 13, 2015 | Common Stock | 200,000 | 200,000 | D |
| Common Stock Option (right to buy) | $25.21 | holding | — | — | — | Dec 12, 2009 | Dec 12, 2016 | Common Stock | 96,034 | 96,034 | D |
Explanation of responses
- F1Ownership includes previous awards of 345,000 restricted stock units subject to vesting requirements.
- F2Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.
- F3The 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.