Sec Form 4 Filing - NEIDORFF MICHAEL F @ CENTENE CORP - 2014-02-04

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
NEIDORFF MICHAEL F
2. Issuer Name and Ticker or Trading Symbol
CENTENE CORP [ CNC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman, President and CEO
(Last) (First) (Middle)
7700 FORYSTH BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
02/04/2014
(Street)
ST. LOUIS, MO63105
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/04/2014 F 9,509 ( 1 ) D $ 59.11 1,755,926 ( 2 ) D
Common Stock 02/06/2014 S 10,000 ( 3 ) D $ 62 1,745,926 ( 2 ) D
Common Stock 1,800 I By Spouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock $ 0 ( 4 ) 02/11/2011 02/11/2011( 5 ) Common Stock 50,569.001 50,569.001 D
Common Stock Option (right to buy) $ 17.85 07/27/2007 07/27/2014 Common Stock 70,000 70,000 D
Common Stock Option (right to buy) $ 25.4 12/13/2008 12/13/2015 Common Stock 200,000 200,000 D
Common Stock Option (right to buy) $ 25.21 12/12/2009 12/12/2016 Common Stock 96,034 96,034 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NEIDORFF MICHAEL F
7700 FORYSTH BOULEVARD
ST. LOUIS, MO63105
X Chairman, President and CEO
Signatures
/s/ Keith H. Williamson (executed by attorney-in-fact) 02/06/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares withheld for taxes upon vesting of previously reported stock grant.
( 2 )Ownership includes previous awards of 385,000 restricted stock units subject to vesting requirements.
( 3 )This sale is pursuant to a 10b5-1 Trading Plan that was established on December 17, 2013.
( 4 )Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.
( 5 )The 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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