Michael F. Neidorff - 31 Dec 2021 Form 5 Insider Report for CENTENE CORP (CNC)

Role: Chairman & CEO, Director
Signature: /s/ Christopher A. Koster (executed by attorney-in-fact)
Issuer symbol: CNC
Transactions as of: 31 Dec 2021
Net transactions value: $0
Form type: 5
Filing time: 14 Feb 2022, 19:25:54 UTC
Previous filing: 04 Jan 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CNC	Common Stock	Gift	$0	-9,330	-0.14%	$0.000000	6,672,369	17 Dec 2021	Direct
transaction	CNC	Common Stock	Gift	$0	-18,539	-0.28%	$0.000000	6,653,830	28 Dec 2021	Direct	F1
transaction	CNC	Common Stock	Gift	$0	-95,188	-29%	$0.000000	235,221	28 Dec 2021	By GRAT	F2
holding	CNC	Common Stock						3,600	31 Dec 2021	By Spouse

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
holding	CNC	Phantom Stock						202,276	31 Dec 2021	Common Stock	202,276	$0.000000	Direct	F3, F4
holding	CNC	Common Stock Option (right to buy)						13,334	31 Dec 2021	Common Stock	13,334	$59.62	Direct
holding	CNC	Common Stock Option (right to buy)						150,000	31 Dec 2021	Common Stock	150,000	$59.73	Direct
holding	CNC	Common Stock Option (right to buy)						67,244	31 Dec 2021	Common Stock	67,244	$81.85	Direct	F5

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

Explanation of Responses:

Id	Content
F1	Ownership includes 701,542 shares of restricted stock subject to vesting requirements.
F2	Owned by a grantor retained annuity trust of which Mr. Neidorff is the trustee and beneficiary of the annuity.
F3	Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.
F4	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.
F5	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.