SEC Form 4 · accession 0001071739-15-000136
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 10, 2015
Accepted (ET)
Dec 14, 2015 · 6:59 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 10, 2015 | M | 400,000 | $12.70 | A | 4,054,955 | D | |
| Common StockF2,F1 | Dec 10, 2015 | F | 229,150 | $57.52 | D | 3,825,805 | D | |
| Common StockF3,F1 | Dec 10, 2015 | F | 22,377 | $57.52 | D | 3,803,428 | D | |
| Common StockF3,F1 | Dec 11, 2015 | F | 47,950 | $57.47 | D | 3,755,478 | D | |
| Common StockF3,F1 | Dec 12, 2015 | F | 47,950 | $56.87 | D | 3,707,528 | D | |
| Common Stock | holding | — | — | — | 3,600 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Option (right to buy) | $12.70 | Dec 10, 2015 | M | 400,000 | D | Dec 13, 2008 | Dec 13, 2015 | Common Stock | 400,000 | 0 | D |
| Phantom StockF4,F5 | $0.00 | holding | — | — | — | Feb 11, 2011 | Feb 11, 2011 | Common Stock | 101,138 | 101,138 | D |
| Common Stock Option (right to buy) | $12.60 | holding | — | — | — | Dec 12, 2009 | Dec 12, 2016 | Common Stock | 172,068 | 172,068 | D |
Explanation of responses
- F1Ownership includes previous awards of 393,334 restricted stock units subject to vesting requirements.
- F2Mr. Neidorff exercised the stock options using a combination of shares and cash for the option cost and tax obligation.
- F3Shares withheld for taxes upon vesting of previously reported stock grant.
- F4Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.
- F5The 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.