Mark J. Brooks - Dec 15, 2021 Form 4 Insider Report for CENTENE CORP (CNC)

Role: EVP, Chief Information Officer
Signature: /s/ Christopher A. Koster (executed by attorney-in-fact)
Stock symbol: CNC
Transactions as of: Dec 15, 2021
Transactions value $: $726,898
Form type: 4
Date filed: 12/17/2021, 05:51 PM
Previous filing: Dec 14, 2021
Next filing: Jan 24, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CNC	Common Stock	Award	$621K	+9.37K	+6.14%	$66.23	162K	Dec 15, 2021	Direct	F1
transaction	CNC	Common Stock	Tax liability	-$1.17M	-14.3K	-8.82%	$81.85	148K	Dec 15, 2021	Direct	F2
transaction	CNC	Common Stock	Award	$1.27M	+15.6K	+10.55%	$81.85	163K	Dec 15, 2021	Direct	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CNC	Common Stock Option (right to buy)	Award	$0	+6.72K		$0.00	6.72K	Dec 15, 2021	Common Stock	6.72K	$81.85	Direct	F4
holding	CNC	Phantom Stock						548	Dec 15, 2021	Common Stock	548	$0.00	Direct	F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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. 19,200 shares were reported based on achievement of target level of performance.
F2	Shares withheld for taxes upon vesting of previously reported stock grant.
F3	Ownership includes this award of 15,577 restricted stock units. 8,247 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 7,330 units will vest in three annual installments on the anniversary of the grant date. In addition, ownership includes 64,335 shares of restricted stock units subject to vesting requirements.
F4	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.
F5	Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.
F6	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.