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CENTENE CORP

Date Filed : Feb 12, 2021

SEC FORM 3SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
LAYTON BRENT D

(Last)(First)(Middle)
7700 FORSYTH BLVD

(Street)
SAINT LOUISMO63105

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2021
3. Issuer Name and Ticker or Trading Symbol
CENTENE CORP [ CNC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Chief BD Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock428,546(1)D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Ownership includes previous awards of 107,002 restricted stock units subject to the following vesting requirements: 6,668 units vest on December 11, 2021; 13,334 units vest in two equal installments on the anniversary of the grant date beginning December 10, 2021; 20,000 units vest in three installments on the anniversary of the grant date beginning March 24, 2021; 42,000 units vest in three installments on the anniversary of the grant date beginning December 15, 2021; 25,000 units vest in three installments on the anniversary of the grant date beginning December 22, 2021. An additional 123,000 shares are previously awarded performance units which are subject to meeting three-year performance conditions. 30,000 were granted on December 11, 2018; 30,000 were granted on December 10, 2019, and 63,000 were granted on December 15, 2020. The number of performance stock units vesting at the end of each three-year performance period is predicated on meeting three-year performance conditions.
Remarks:
/s/ Jeffrey A Schwaneke (executed by attorney-in-fact)02/12/2021
** Signature of Reporting PersonDate
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 5 (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.
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