SEC Form 4 · accession 0001071739-16-000326

CENTENE CORP · CNC

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

Reporting owner

Officer — Exec VP Chief Admin Officer

Period of report

Dec 13, 2016

Accepted (ET)

Dec 15, 2016 · 9:27 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 Stock^F1	Dec 13, 2016	A	10,000	$56.26	A	73,473	D
Common Stock^F2,F1	Dec 15, 2016	F	2,597	$56.14	D	70,876	D
Common Stock^F3	holding	—	—		—	30,801	I	By Trust

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Phantom Stock^F4,F5	$0.00	holding	—	—	—	Dec 31, 2007	Dec 31, 2007	Common Stock	441	441	D

F1Ownership includes this award of 10,000 restricted stock units. 4,000 units will vest in three annual installments on the anniversary of the grant date. The remaining 6,000 units 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 41,750 shares of restricted stock units subject to vesting requirements.
F2Shares withheld for taxes upon vesting of previously reported stock grant.
F3The reporting person serves as co-trustee and co-beneficiary of the trust with her spouse.
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 Ms. Goldman's termination with the Company or on such other date Ms. Goldman may elect.