Sec Form 4 Filing - NEIDORFF MICHAEL F @ CENTENE CORP - 2021-12-15

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 & CEO
(Last) (First) (Middle)
7700 FORYSTH BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
12/15/2021
(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 12/15/2021 A 74,947( 1 ) A $ 66.42 6,479,020.351 D
Common Stock 12/15/2021 F 117,183( 2 ) D $ 81.85 6,361,837.351 D
Common Stock 12/15/2021 A 155,773 A $ 81.85 6,517,610.351( 3 ) D
Common Stock 494,498 I By GRAT
Common Stock 3,600 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
Common Stock Option (right to buy) $ 81.85 12/15/2021 A 74,000 ( 4 ) 12/15/2031 Common Stock 74,000 $ 0 74,000 D
Phantom Stock $ 0( 5 ) 02/11/2011 02/11/2011( 6 ) Common Stock 202,276.004 202,276.004 D
Common Stock Option (right to buy) $ 59.62 12/11/2022 12/11/2029 Common Stock 13,334 13,334 D
Common Stock Option (right to buy) $ 59.73 12/15/2023 12/15/2030 Common Stock 150,000 150,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NEIDORFF MICHAEL F
7700 FORYSTH BOULEVARD
ST. LOUIS, MO63105
X Chairman & CEO
Signatures
/s/ Christopher A. Koster (executed by attorney-in-fact) 12/17/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the additional number of shares earned from a previously reported performance stock unit grant from December 2018 with a three-year performance period. Refer to Form 4 filed on December 13, 2018. 153,580 shares were reported based on achievement of target level of performance.
( 2 )Shares withheld for taxes upon vesting of previously reported stock grant.
( 3 )Ownership includes this award of 155,773 restricted stock units. 82,468 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 73,305 units will vest in three annual installments on the anniversary of the grant date. In addition, ownership includes 545,769 shares of restricted stock units subject to vesting requirements.
( 4 )Performance Stock Option granted on December 15, 2021, may become exercisable on or after the third anniversary of the grant date if the closing price of CNC's common stock equals or exceeds $100 per share for 20 consecutive trading days following the grant date.
( 5 )Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.
( 6 )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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