SEC Form 4 · accession 0001179929-15-000056
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
Apr 1, 2015
Accepted (ET)
Apr 3, 2015 · 4:24 pm EDT
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,F6 | Apr 1, 2015 | A | 28,654 | $66.31 | A | 132,714 | 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)F7 | $19.1067 | holding | — | — | — | — | Feb 2, 2016 | Common Stock | 21,000 | 21,000 | D |
| Stock Options (Right to Buy)F7 | $20.88 | holding | — | — | — | — | Mar 1, 2017 | Common Stock | 16,500 | 16,500 | D |
Explanation of responses
- F1Grant of restricted stock under the Issuer's 2011 Equity Incentive Plan.
- F2Represents the closing price of the Issuer's common stock on April 1, 2015.
- F3The 28,654 newly granted shares vest as follows: (i) 2,865 shares shall vest based on the Company's fiscal year 2016 annual premium revenue achievement; (ii) 2,865 shares shall vest based on the Company's fiscal year 2016 net profit margin achievement; (iii) 2,865 shares shall vest based on the Company's pre-tax income in fiscal year 2016; (iv) 2,865 shares shall vest based on the Company's 2017 annual premium revenue achievement; (v) 2,865 shares shall vest based on the Company's 2017 net profit margin achievement; continued
- F4(vi) 2,865 shares shall vest based on pre-tax income in fiscal year 2017; (vii) 2,865 shares shall vest upon the Company's achieving a three-year Total Stockholder Return (TSR) for the three-year period ending December 31, 2017 as determined by ISS calculations that is greater than the median TSR achieved by the Company's 2015 ISS peer group; and (viii) 8,599 shares shall vest in one-third increments over three years, on each of April 1, 2016, April 1, 2017, and April 1, 2018. See 2015 Definitive Proxy Statement.
- F5Additional vesting 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 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
- F6(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; (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.
- F7The options are fully vested.