SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
NEIDORFF MICHAEL F

(Last) (First) (Middle)
7700 FORYSTH BOULEVARD

(Street)
ST. LOUIS MO 63105

(City) (State) (Zip)
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, President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 12/15/2020 A 103,296(1) A $50.43 6,442,204.351 D
Common Stock 12/15/2020 F 132,145(2) D $59.73 6,310,059.351 D
Common Stock 12/15/2020 A 250,000 A $59.73 6,560,059.351(3) D
Common Stock 605,615 I By GRAT(4)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) $59.73 12/15/2020 A 150,000 12/15/2023(5) 12/15/2030 Common Stock 150,000 $0 150,000 D
Phantom Stock $0.0(6) 02/11/2011 02/11/2011(7) 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 20,000 20,000 D
Common Stock Option (right to buy) $28.51 12/14/2019 12/14/2026 Common Stock 7,500 7,500 D
Explanation of Responses:
1. Represents the additional number of shares earned from a previously reported performance stock unit grant from December 2017 with a three-year performance period. Refer to Form 4 filed on December 14, 2017. 192,000 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 250,000 restricted stock units. 150,000 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. The remaining 100,000 units will vest in three annual installments on the anniversary of the grant date. In addition, ownership includes 554,831 shares of restricted stock units subject to vesting requirements.
4. Owned by a grantor retained annuity trust of which Mr. Neidorff is the trustee and beneficiary of the annuity.
5. One-third of the options will vest and become non-forfeitable on each of the first three anniversaries of the date of grant. Once vested, the options will remain exercisable for the balance of their full ten year term.
6. Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.
7. 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.
Remarks:
/s/ Jeffrey A Schwaneke (executed by attorney-in-fact) 12/17/2020
** Signature of Reporting Person Date
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).
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