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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Phantom Stock
|
02/07/2011 |
02/07/2011(2)
|
Common Stock
|
3,899.362
|
$
0
(3)
|
D
|
Â
|
Common Stock Option (right to buy)
|
01/03/2011(4)
|
01/03/2016 |
Common Stock
|
7,500
|
$
26.29
|
D
|
Â
|
Common Stock Option (right to buy)
|
04/24/2011(4)
|
04/24/2016 |
Common Stock
|
2,000
|
$
28.26
|
D
|
Â
|
Common Stock Option (right to buy)
|
12/12/2011(4)
|
12/12/2016 |
Common Stock
|
5,000
|
$
25.21
|
D
|
Â
|
* |
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). |
(1) |
Ownership includes previous awards of 1,625 restricted stock units which vest on December 12, 2011; 1,167 restricted stock units which vest on December 9, 2011; 200 restricted stock units which vest on April 24, 2011; 2,000 restricted stock units which vest in two equal annual installments on the anniversary of the grant date beginning on July 24, 2011; 2,667 restricted stock units which vest in two annual installments on the anniversary of the grant date beginning on December 10, 2011; 6,500 restricted stock units which vest in three annual installments on the anniversary of the grant date beginning on December 14, 2011. |
(2) |
The phantom stock has no formal expiration date. The phantom stock will be settled in cash or other non-Company securities upon Dr. Mason's termination with the Company or on such other date Dr. Mason may elect. |
(3) |
Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock. |
(4) |
The options vest in five annual installments on the anniversary of the grant date, with the final vesting taking place on the date exercisable. |