SEC Form 4 · accession 0001071739-15-000048

CENTENE CORP · CNC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chairman, President and CEO · Director

Period of report

Mar 6, 2015

Accepted (ET)

Apr 8, 2015 · 7:09 pm EDT

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 Stock^F1	Mar 6, 2015	G	7,500	$0.00	D	3,644,836	D
Common Stock^F2,F1	Apr 6, 2015	S	10,000	$70.43	D	3,634,873	D
Common Stock	holding	—	—		—	3,600	I	By Spouse

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Phantom Stock^F3,F4	$0.00	holding	—	—	—	Feb 11, 2011	Feb 11, 2011	Common Stock	101,138	101,138	D
Common Stock Option (right to buy)	$12.70	holding	—	—	—	Dec 13, 2008	Dec 13, 2015	Common Stock	400,000	400,000	D
Common Stock Option (right to buy)	$12.60	holding	—	—	—	Dec 12, 2009	Dec 12, 2016	Common Stock	192,068	192,068	D

F1Ownership includes previous awards of 640,000 restricted stock units subject to vesting requirements.
F2This sale is pursuant to diversification and satisfaction of tax obligations. The shares were sold in accordance with a 10b5-1 Trading Plan that was established on March 6, 2015. The weighted average price for this transaction is reported within the form. Full information regarding the number of shares at each price is available upon request.
F3Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.
F4The 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.