- Statement of Changes in Beneficial Ownership (4)
March 07 2011 - 6:27PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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February 28, 2011
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
NEIDORFF MICHAEL F
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2. Issuer Name
and
Ticker or Trading Symbol
CENTENE CORP
[
CNC
]
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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 and CEO
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(Last)
(First)
(Middle)
7700 FORYSTH BOULEVARD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/3/2011
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(Street)
ST. LOUIS, MO 63105
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/3/2011
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S
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15000
(1)
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D
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$30.61
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1618437
(2)
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D
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Common Stock
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3/7/2011
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M
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25000
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A
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$13.58
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1643437
(2)
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D
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Common Stock
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3/7/2011
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M
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210
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A
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$7.57
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1643647
(2)
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D
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Common Stock
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3/7/2011
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F
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5000
(3)
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D
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$30.66
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1638647
(2)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Common Stock Option (right to buy)
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$13.58
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3/7/2011
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M
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25000
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8/26/2005
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8/26/2013
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Common Stock
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25000
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$13.58
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180536
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D
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Common Stock Option (right to buy)
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$7.57
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3/7/2011
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M
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210
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7/24/2007
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7/24/2012
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Common Stock
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210
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$7.57
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0
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D
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Phantom Stock
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$0
(4)
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2/11/2011
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2/11/2011
(5)
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Common Stock
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50569.001
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50569.001
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D
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Common Stock Option (right to buy)
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$13.98
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12/16/2006
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12/16/2013
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Common Stock
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200000
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200000
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D
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Common Stock Option (right to buy)
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$17.85
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7/27/2007
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7/27/2014
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Common Stock
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180000
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180000
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D
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Common Stock Option (right to buy)
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$25.40
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12/13/2008
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12/13/2015
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Common Stock
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200000
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200000
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D
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Common Stock Option (right to buy)
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$25.21
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12/12/2009
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12/12/2016
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Common Stock
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100000
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100000
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D
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Explanation of Responses:
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(
1)
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This sale is pursuant to a 10b5-1 Trading Plan established on February 17, 2011. The weighted average price for this transaction is reported within the form. Full information regarding the number of shares at each price is available upon request. The proceeds from this sale are being used by Mr. Neidorff to satisfy personal income tax obligations.
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(
2)
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Ownership includes previous awards of 603,334 restricted stock units subject to vesting requirements.
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(
3)
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Shares withheld to cover the cost of the stock option exercise.
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(
4)
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Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.
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(
5)
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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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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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NEIDORFF MICHAEL F
7700 FORYSTH BOULEVARD
ST. LOUIS, MO 63105
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X
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Chairman, President and CEO
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Signatures
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/s/ William N. Scheffel (executed by attorney-in-fact)
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3/7/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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