- Statement of Changes in Beneficial Ownership (4)
December 13 2011 - 6:36PM
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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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
*
Mason Mary V
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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)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP & Chief Medical Officer
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(Last)
(First)
(Middle)
7700 FORSYTH BOULEVARD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/8/2011
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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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12/8/2011
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G
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V
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80
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D
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$37.2
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21630
(1)
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D
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Common Stock
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12/9/2011
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F
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379
(2)
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D
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$36.58
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21251
(1)
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D
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Common Stock
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12/12/2011
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F
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528
(2)
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D
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$37.56
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20723
(1)
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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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Phantom Stock
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$
0
(3)
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4/29/2011
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4/29/2011
(4)
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Common Stock
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4417.992
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4417.992
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D
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Common Stock Option (right to buy)
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$26.29
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1/3/2011
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1/3/2016
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Common Stock
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4500
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4500
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D
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Common Stock Option (right to buy)
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$28.26
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4/24/2011
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4/24/2016
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Common Stock
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2000
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2000
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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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12/12/2011
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12/12/2016
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Common Stock
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1000
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1000
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D
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Explanation of Responses:
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(
1)
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Ownership includes previous awards of 8,833 restricted stock units subject to vesting requirements.
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(
2)
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Shares withheld for taxes upon vesting of previously reported stock grant.
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(
3)
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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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(
4)
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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 Dr. Mason's termination with the Company or on such other date Dr. Mason 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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Mason Mary V
7700 FORSYTH BOULEVARD
ST. LOUIS, MO 63105
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SVP & Chief Medical Officer
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Signatures
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/s/ William N. Scheffel (executed by attorney-in-fact)
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12/13/2011
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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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