SEC Form 4 · accession 0001071739-19-000022
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
Feb 5, 2019
Accepted (ET)
Feb 7, 2019 · 6:39 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,F2 | Feb 5, 2019 | A | 102,900 | $29.36 | A | 7,502,122 | D | |
| Common StockF2 | Feb 5, 2019 | F | 137,722 | $64.99 | D | 7,364,400 | D | |
| Common StockF3 | holding | — | — | — | 294,780 | I | By GRAT | |
| Common Stock | holding | — | — | — | 7,200 | 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 StockF4,F5 | $0.00 | holding | — | — | — | Feb 11, 2011 | Feb 11, 2011 | Common Stock | 202,276 | 202,276 | D |
| Common Stock Option (right to buy) | $28.51 | holding | — | — | — | Dec 14, 2018 | Dec 14, 2026 | Common Stock | 20,000 | 20,000 | D |
Explanation of responses
- F1Represents the additional number of shares earned from a previously reported performance stock unit grant from December 2015 with a three-year performance period. Refer to Form 4 filed on December 17, 2015. 210,000 shares were reported based on achievement of target level of performance.
- F2Ownership includes 983,300 shares of restricted stock units subject to vesting requirements.
- 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.