SEC Form 4 · accession 0001179929-16-000239
MOLINA HEALTHCARE, INC. · MOH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph W White CPA
Officer — Chief Accounting Officer
Period of report
Mar 1, 2016
Accepted (ET)
Mar 2, 2016 · 8:54 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 | Mar 1, 2016 | F | 3,313 | $63.74 | D | 72,656 | D | |
| Common StockF3,F4,F5,F6,F7 | Mar 2, 2016 | S | 5,917 | $63.3248 | D | 66,739 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The shares were applied to the payment of withholding taxes arising in connection with the vesting of 8,740 shares on March 1, 2016.
- F2Represents the closing price (and selling price) of Issuer's common stock on March 1, 2016.
- F3Represents the weighted average selling price with a selling price range between $63.321 and $63.3315.
- F4The shares vest as follows: (i) 2,262 shares shall vest based on the Company's fiscal year 2016 annual premium revenue achievement; (ii) 2,262 shares shall vest based on the Company's fiscal year 2016 net profit margin achievement; (iii) 2,262 shares shall vest based on the Company's pre-tax income in fiscal year 2016; (iv) 2,262 shares shall vest based on the Company's 2017 annual premium revenue achievement; (v) 2,262 shares shall vest based on the Company's 2017 net profit margin achievement; continued
- F5(vi) 2,262 shares shall vest based on pre-tax income in fiscal year 2017; (vii) 2,262 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; (viii) 6,788 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; continued
- F6(ix) 2,654 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
- F7(x) 6,635 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%; (xi) 6,635 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; and (xii) 2,654 shares vest on March 1, 2017. The remainder of the shares are vested.