Shannon Bagley - Feb 23, 2022 Form 3 Insider Report for CENTENE CORP (CNC)

Role: EVP, Chief Admin. Officer
Signature: /s/ Christopher A. Koster (executed by attorney-in-fact)
Stock symbol: CNC
Transactions as of: Feb 23, 2022
Transactions value $: $0
Form type: 3
Date filed: 3/7/2022, 07:41 PM
Next filing: Mar 28, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	CNC	Common Stock						139K	Feb 23, 2022	Direct	F1, F2

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	Common Stock Option (right to buy)							Feb 23, 2022	Common Stock	8.97K	$81.85	Direct	F3
holding	CNC	Phantom Stock							Feb 23, 2022	Common Stock	43.2K	$0.00	Direct	F4, F5, F6

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

Explanation of Responses:

Id	Content
F1	Ownership includes 48,443 previously awarded restricted stock units subject to the following vesting requirements: 3,334 units vest on August 16, 2022; 3,334 units vest on December 10, 2022; 13,334 units vest in two equal installments on the anniversary of the grant date beginning March 24, 2022; 10,667 units vest in two equal installments on the anniversary of the grant date beginning December 15, 2022; 8,000 units vest in three equal installments on the anniversary of the grant date beginning June 30, 2022; 9,774 units vest in three equal installments on the anniversary of the grant date beginning December 15, 2022.
F2	In addition, ownership includes 49,996 previously awarded performance units which are subject to meeting three-year performance conditions. 15,000 were granted on December 10, 2019; 24,000 were granted on December 15, 2020, and 10,996 were granted on December 15, 2021.The number of performance stock units vesting at the end of the three-year performance period is predicated on meeting three-year performance conditions.
F3	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.
F4	The phantom stock has no formal expiration date. The phantom stock will be settled in cash or other non-Company securities upon Ms. Bagley's termination with the Company or on such other date Ms. Bagley may elect.
F5	The phantom stock was acquired by Ms. Bagley through regularly scheduled payroll contributions to the Company's deferred compensation plan.
F6	Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.