SEC Form 4 · accession 0001071739-16-000332
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 14, 2016
Accepted (ET)
Dec 16, 2016 · 6:52 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 14, 2016 | A | 225,000 | $57.02 | A | 4,123,366 | D | |
| Common StockF2,F1 | Dec 16, 2016 | F | 16,783 | $57.24 | D | 4,106,583 | 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)F3 | $57.02 | Dec 14, 2016 | A | 20,000 | A | Dec 14, 2019 | Dec 14, 2026 | Common Stock | 20,000 | 20,000 | D |
| Phantom StockF4,F5 | $0.00 | holding | — | — | — | Feb 11, 2011 | Feb 11, 2011 | Common Stock | 101,138 | 101,138 | D |
Explanation of responses
- F1Ownership includes this award of 225,000 restricted stock units. 90,000 units will vest in three annual installments on the anniversary of the grant date. The remaining 135,000 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. Ownership includes previous awards of 328,332 restricted stock units subject to vesting requirements.
- F2Shares withheld for taxes upon vesting of previously reported stock grant.
- F3One-third of the options will vest and become non-forfeitable on each of the first three anniversaries of the date of grant. Once vested, the options will remain exercisable for the balance of their full ten year term.
- 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.