SEC FORM 3

SEC Form 3

FORM 3

UNITED 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^*

FASOLA KENNETH J

(Last)

(First)

(Middle)

7700 FORSYTH BOULEVARD

(Street)

ST. LOUIS

63105

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2022

3. Issuer Name and Ticker or Trading Symbol
CENTENE CORP [ CNC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Health Care Enterprises

5. If Amendment, Date of 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 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 Stock	182,536⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Phantom Stock	09/16/2022	09/16/2022⁽²⁾	Common Stock	101.431⁽³⁾	$0.0⁽⁴⁾	D

Explanation of Responses:

1. Ownership includes 161,543 previously awarded restricted stock units subject to the following vesting requirements: 53,374 units vest in three equal installments on the anniversary of the grant date beginning January 19, 2023; 14,211 units vest in three equal installments beginning March 15, 2023; 36,320 units vest on January 4, 2024; 36,321 units vest on July 4, 2024. An additional 21,317 shares are performance units granted on March 11, 2022, which are subject to meeting three-year performance conditions. The number of performance stock units vesting at the end of the three-year performance period is predicated on meeting three-year performance conditions.

2. The phantom stock has no formal expiration date. The phantom stock will be settled in cash or other non-Company securities upon Mr. Fasola's termination with the Company, or on such other date Mr. Fasola may elect.

3. The phantom stock was acquired by Mr. Fasola through regularly scheduled payroll contributions to the Company's deferred compensation plan.

4. Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.

Remarks:

	/s/ Christopher A. Koster (executed by attorney-in-fact)	10/04/2022
	** 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 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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