Sec Form 4 Filing - BROOKS MARK J @ CENTENE CORP - 2016-12-13

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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- Peter Lynch
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The following is an SEC EDGAR document rendered as filed.
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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 *
BROOKS MARK J
2. Issuer Name and Ticker or Trading Symbol
CENTENE CORP [ CNC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, Chief Information Officer
(Last)
(First)
(Middle)
7700 FORSYTH BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
12/13/2016
(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 12/13/2016 A 20,000 A $ 56.26 46,717 ( 1 ) D
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 ( 2 ) 12/02/2016 12/02/2016( 3 ) Common Stock 127.393 127.393 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BROOKS MARK J
7700 FORSYTH BOULEVARD
ST. LOUIS, MO63105
SVP, Chief Information Officer
Signatures
/s/ Jeffrey A. Schwaneke (executed by attorney-in-fact) 12/15/2016
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Ownership includes this award of 20,000 restricted stock units. 8,000 units will vest in three annual installments on the anniversary of the grant date. The remaining 12,000 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 20,389 shares of restricted stock units subject to vesting requirements.
( 2 )Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.
( 3 )The phantom stock has no formal expiration date. The phantom stock will be settled in cash or other non-Company securities upon Mr. Brooks' termination with the Company or on such other date Mr. Brooks may elect.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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