SEC Form 4 · accession 0001071739-17-000110
CENTENE CORP · CNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael F Neidorff
Officer — Chairman & CEO · Director
Period of report
Dec 12, 2017
Accepted (ET)
Dec 14, 2017 · 7:13 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 12, 2017 | G | 50 | $0.00 | D | 3,724,279 | D | |
| Common StockF1 | Dec 13, 2017 | A | 160,000 | $100.86 | A | 3,884,279 | D | |
| Common StockF2,F1 | Dec 14, 2017 | F | 14,385 | $101.19 | D | 3,869,894 | D | |
| Common Stock | holding | — | — | — | 3,600 | I | By Spouse | |
| Common StockF3 | holding | — | — | — | 200,000 | I | By GRAT |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 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) | $57.02 | holding | — | — | — | Dec 14, 2019 | Dec 14, 2026 | Common Stock | 20,000 | 20,000 | D |
Explanation of responses
- F1Ownership includes this award of 160,000 restricted stock units. 96,000 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. The remaining 64,000 units will vest in three annual installments on the anniversary of the grant date. In addition, ownership includes previous awards of 430,000 restricted stock units subject to vesting requirements.
- F2Shares withheld for taxes upon vesting of previously reported stock grant.
- F3Owned by a grantor retained annuity trust of which Mr. Neidorff is the trustee and beneficiary of the annuity.
- 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.