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December 17, 2021

4: Statement of changes in beneficial ownership of securities

Published on December 17, 2021

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  2. Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Secr. & General Counsel
3. Date of Earliest Transaction (Month/Day/Year)

ST. LOUIS, MO 63105
4. If Amendment, Date 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 12/15/2021   A   5,856 (1) A $ 66.23 124,072.945 D  
Common Stock 12/15/2021   F   10,378 (2) D $ 81.85 113,694.945 D  
Common Stock 12/15/2021   A   36,347 A $ 81.85 150,041.945 (3) D  
Common Stock               100 I By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)

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
7. Title and Amount of Underlying Securities
(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
Common Stock Option (right to buy) $ 81.85 12/15/2021   A   15,690     (4) 12/15/2031 Common Stock 15,690.00 $ 0 15,690 D  
Phantom Stock $ 0 (5)             03/06/2020 03/06/2020(6) Common Stock 3,015.544   3,015.544 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ST. LOUIS, MO 63105
      EVP, Secr. & General Counsel  


 /s/ Christopher A. Koster   12/17/2021
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents the additional number of shares earned from a previously reported performance stock unit grant from December 2018 with a three-year performance period. Refer to Form 3 filed on February 10, 2020. 12,000 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 36,347 restricted stock units. 19,243 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 17,104 units will vest in three annual installments on the anniversary of the grant date. In addition, ownership includes 64,667 shares of restricted stock units subject to vesting requirements.
(4) 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.
(5) Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.
(6) The phantom stock has no formal expiration date. The phantom stock will be settled in cash or other non-Company securities upon Mr. Koster's termination with the Company or on such other date Mr. Koster may elect.

Note: 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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