Statement of Changes in Beneficial Ownership (4)
August 23 2022 - 07:21PM
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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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * TONEY
COLIN A |
2. Issuer Name and Ticker or Trading
Symbol CENTENE CORP [ CNC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
EVP, Mergers & Acquisitions |
(Last)
(First)
(Middle)
7700 FORSYTH BOULEVARD |
3. Date of Earliest Transaction (MM/DD/YYYY)
8/19/2022
|
(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 |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
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) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
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|
|
|
|
|
|
52123 (1) |
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) |
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 |
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 of Derivative Security: 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 |
Phantom Stock |
$0.0 (2) |
8/19/2022 |
|
A |
|
26.323 (3) |
|
8/19/2022 |
8/19/2022 (4) |
Common Stock |
26.323 |
$95.34 |
399.567 |
D |
|
Common Stock Option (right to
buy) |
$81.85 |
|
|
|
|
|
|
(5) |
12/15/2031 |
Common Stock |
9818.0 |
|
9818 |
D |
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Explanation of
Responses: |
(1) |
Ownership includes 48,435
shares of restricted stock subject to vesting
requirements. |
(2) |
Each share of phantom stock
represents the right to receive the fair market value of one share
of Centene common stock. |
(3) |
The phantom stock was
acquired by Mr. Toney through regularly scheduled payroll
contributions to the Company's deferred compensation
plan. |
(4) |
The phantom stock has no
formal expiration date. The phantom stock will be settled in cash
or other non-Company securities upon Mr. Toney's termination with
the Company, or on such other date Mr. Toney may elect. |
(5) |
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. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
TONEY COLIN A
7700 FORSYTH BOULEVARD
ST. LOUIS, MO 63105 |
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|
EVP, Mergers & Acquisitions |
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Signatures
|
/s/ Christopher A. Koster (executed by
attorney-in-fact) |
|
8/23/2022 |
**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). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
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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