SEC Form 4 · accession 0001179929-15-000014
MOLINA HEALTHCARE, INC. · MOH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Terry Bayer
Officer — Chief Operating Officer
Period of report
Mar 2, 2015
Accepted (ET)
Mar 3, 2015 · 5:32 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001179929
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3,F4,F5 | Mar 2, 2015 | F | 5,403 | $63.69 | D | 111,506 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy)F6 | $19.1067 | holding | — | — | — | — | Feb 2, 2016 | Common Stock | 21,000 | 21,000 | D |
| Stock Options (Right to Buy)F6 | $20.88 | holding | — | — | — | — | Mar 1, 2017 | Common Stock | 16,500 | 16,500 | D |
Explanation of responses
- F1The shares were applied to the payment of withholding taxes arising in connection with the vesting of 14,480 shares on March 1, 2015. The shares that vested on March 1, 2015 include the shares that were subject to vesting on March 1, 2015 contingent upon the Company achieving a one-year Total Stockholder Return as determined by ISS calculations for fiscal year 2014 that is greater than the average Total Stockholder Return achieved by Centene Corporation and WellCare Group for their fiscal year ending December 31, 2014. The Company's achievement of such Total Stockholder Return was certified by the compensation committee on February 24, 2015.
- F2Represents the opening price (and selling price) of Issuer's common stock on March 2, 2015.
- F3The shares vest as follows: (i) 15,572 shares shall vest upon the Company achieving total revenue in any of the 2013, 2014, or 2015 fiscal years equal to or greater than $12 billion; (ii) 4,644 shares shall vest upon the Company achieving three-year Total Stockholder Return (TSR) as determined by ISS calculations that is greater than the median TSR achieved by the Company's ISS peer group for the three-year period ending December 31, 2016; continued
- F4(iii) 11,611 shares shall vest upon the Company achieving a three-year EBITDA margin percentage for the three-year period ending December 31, 2016 equal to or greater than 4.0%; (iv) 11,611 of shares shall vest upon the Company achieving a cumulative earnings per share of at least $8.50 for the three year period ending December 31, 2016; continued
- F5(v) 9,836 shares vest on March 1, 2016; and (vi) 4,644 shares vest on March 1, 2017. The remainder of the shares are vested.
- F6The options are fully vested.