SEC Form 4 · accession 0001071739-15-000141
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 16, 2015
Accepted (ET)
Dec 17, 2015 · 6:37 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 16, 2015 | A | 210,000 | $58.72 | A | 3,917,528 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF2,F3 | $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 this award of 210,000 restricted stock units. Half of the units will vest in three annual installments on the anniversary of the grant date. The remaining half are performance stock units. The number of performance stock units vesting at the end of the three year period is predicated on meeting three-year performance conditions. In addition, ownership includes previous awards of 393,334 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.