Annual Statement of Changes in Beneficial Ownership (5)
February 12 2021 - 6:52PM
Edgar (US Regulatory)
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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).
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Form 3 Holdings Reported
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Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0362
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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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1. Name and Address of Reporting Person
*
NEIDORFF MICHAEL F | 2. Issuer Name and Ticker or Trading SymbolCENTENE 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 |
(Last)
(First)
(Middle)
7700 FORYSTH BOULEVARD | 3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2020 |
(Street)
ST. LOUIS, MO 63105
(City)
(State)
(Zip)
| 4. If Amendment, Date Original Filed(MM/DD/YYYY) | 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) | 2. Trans. Date | 2A. Deemed Execution Date, if any | 3. Trans. 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) |
Amount | (A) or (D) | Price |
Common Stock | 12/28/2020 | | G | 45000 | D | $0 | 6515059.351 (1) | D | |
Common Stock | | | | | | | 605615 | I | By GRAT (2) |
Common Stock | | | | | | | 3600 | I | By Spouse |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 (MM/DD/YYYY) | 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 at End of Issuer's Fiscal Year (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Phantom Stock | $0.0 (3) | | | | | | 2/11/2011 | 2/11/2011 (4) | Common Stock | 202276.004 | | 202276.004 | D | |
Common Stock Option (right to buy) | $59.73 | | | | | | 12/15/2023 | 12/15/2030 | Common Stock | 150000.0 | | 150000 | D | |
Common Stock Option (right to buy) | $59.62 | | | | | | 12/11/2022 | 12/11/2029 | Common Stock | 20000.0 | | 20000 | D | |
Common Stock Option (right to buy) | $28.51 | | | | | | 12/14/2019 | 12/14/2026 | Common Stock | 7500.0 | | 7500 | D | |
Explanation of Responses: |
(1) | Ownership includes 804,831 shares of restricted stock units subject to vesting requirements. |
(2) | Owned by a grantor retained annuity trust of which Mr. Neidorff is the trustee and beneficiary of the annuity. |
(3) | Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock. |
(4) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
NEIDORFF MICHAEL F 7700 FORYSTH BOULEVARD ST. LOUIS, MO 63105 | X |
| Chairman, President & CEO |
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Signatures
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/s/ Jeffrey A. Schwaneke (executed by attorney-in-fact) | | 2/12/2021 |
**Signature of Reporting Person | Date |
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