SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

KEMP MARK D

(Last)

(First)

(Middle)

2728 N HARWOOD

(Street)

DALLAS

75201-1516

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CENTEX CORP [ CTX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & Controller

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2009

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/18/2009		J⁽¹⁾		6,663	D	$11.95	49,255	D
Common Stock	08/18/2009		D		22,308	D	⁽²⁾⁽⁵⁾	26,947	D
Common Stock	08/18/2009		D		6,958	D	⁽³⁾⁽⁵⁾	19,989	D
Common Stock	08/18/2009		D		19,989	D	⁽⁴⁾⁽⁵⁾	0	D

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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$22.6419	08/18/2009		D			11,110	⁽⁶⁾	12/16/2009	Common Stock	11,110	⁽⁶⁾	0	D
Employee Stock Option (right to buy)	$31.8364	08/18/2009		D			11,110	⁽⁷⁾	05/14/2010	Common Stock	11,110	⁽⁷⁾	0	D
Employee Stock Option (right to buy)	$45.24	08/18/2009		D			30,000	⁽⁸⁾	05/14/2011	Common Stock	30,000	⁽⁸⁾	0	D
Employee Stock Option (right to buy)	$57.36	08/18/2009		D			30,000	⁽⁹⁾	05/12/2012	Common Stock	30,000	⁽⁹⁾	0	D
Employee Stock Option (right to buy)	$54.5	08/18/2009		D			7,360	⁽¹⁰⁾	05/11/2013	Common Stock	7,360	⁽¹⁰⁾	0	D
Employee Stock Option (right to buy)	$49.04	08/18/2009		D			35,000	⁽¹¹⁾	06/01/2013	Common Stock	35,000	⁽¹¹⁾	0	D
Employee Stock Option (right to buy)	$45.53	08/18/2009		D			4,871	⁽¹²⁾	05/10/2014	Common Stock	4,871	⁽¹²⁾	0	D
Employee Stock Option (right to buy)	$22.08	08/18/2009		D			11,061	⁽¹³⁾	05/07/2015	Common Stock	11,061	⁽¹³⁾	0	D

Explanation of Responses:

1. Forfeiture of restricted stock units awarded May 13, 2009 pursuant to the terms of the award agreement and the Agreement and Plan of Merger dated as of April 7, 2009 between Centex Corporation and Pulte Homes, Inc. ("Merger Agreement").

2. Disposed of pursuant to the Merger Agreement in exchange for 16,164 shares of Pulte common stock, after reduction of shares to pay tax liability upon the vesting of restricted stock and stock units.

3. Disposed of pursuant to the Merger Agreement in exchange for 6,784 shares of Pulte common stock owned directly.

4. Disposed of pursuant to the Merger Agreement in exchange for 19,489 shares of restricted Pulte common stock that vest 1/3 each on March 31, 2010, 2011 and 2012, and are subject to partial accelerated vesting in the event of a qualified termination.

5. On the merger effective date, shares of Pulte common stock had a market value of $12.33 per share.

6. This option, which was fully vested, was assumed by Pulte Homes, Inc. in the merger and replaced with an option to purchase 10,832 shares of Pulte common stock for $23.23 per share.

7. This option, which was fully vested, was assumed by Pulte Homes, Inc. in the merger and replaced with an option to purchase 10,832 shares of Pulte common stock for $32.66 per share.

8. This option, which was fully vested, was assumed by Pulte Homes, Inc. in the merger and replaced with an option to purchase 29,250 shares of Pulte common stock for $46.40 per share.

9. This option, which was fully vested, was assumed by Pulte Homes, Inc. in the merger and replaced with an option to purchase 29,250 shares of Pulte common stock for $58.84 per share.

10. This option, which was fully vested, was assumed by Pulte Homes, Inc. in the merger and replaced with an option to purchase 7,176 shares of Pulte common stock for $55.90 per share.

11. This option, which was fully vested, was assumed by Pulte Homes, Inc. in the merger and replaced with an option to purchase 34,125 shares of Pulte common stock for $50.30 per share.

12. This option, which provided for vesting in 3 equal annual installments beginning March 31, 2008, was assumed by Pulte Homes, Inc. in the merger and replaced with a fully vested option to purchase 4,749 shares of Pulte common stock for $46.70 per share.

13. This option, which provided for vesting in 3 equal annual installments beginning March 31, 2009, was assumed by Pulte Homes, Inc. in the merger and replaced with a fully vested option to purchase 10,784 shares of Pulte common stock for $22.65 per share.

Remarks:

	James R. Peacock III as attorney-in-fact for Mark D. Kemp	08/20/2009
	** 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).
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