SEC Form 4 · accession 0001179929-16-000319
MOLINA HEALTHCARE, INC. · MOH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeff D. Barlow
Officer — Chief Legal Officer
Period of report
Jul 1, 2016
Accepted (ET)
Jul 5, 2016 · 9:31 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 | Jul 1, 2016 | A | 415 | $49.90 | A | 74,123 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The shares were acquired under the Molina Healthcare, Inc. 2011 Employee Stock Purchase Plan.
- F2Represents the closing price of Issuer's common stock on June 30, 2016. The purchase price is based on the stock's lower market price as of the two following dates: (1) January 1, 2016, the first day of the ESPP offering period, and (2) June 30, 2016, the last day of the ESPP offering period.
- F3The shares vest as follows: (i) 3,132 shares shall vest based on the Company's 2016 after tax profit margin; (ii) 3,132 shares shall vest based on the Company's 2017 after tax profit margin; (iii) 3,132 shares shall vest based on the Company's 2018 after tax profit margin; (iv) 3,132 shares shall vest based upon the Company's 2016 STARS ratings; (v) 3,132 shares shall vest based upon the Company's 2017 STARS ratings; (vi) 6,264 shares shall vest upon the Company's achievement of certain business development targets; and (vii) 9,395 shares shall vest in one-third increments, on each of March 7, 2017, March 7, 2018, and March 7, 2019; continued
- F4(viii) 1,885 shares shall vest based on the Company's fiscal year 2016 annual premium revenue achievement; (ix) 1,885 shares shall vest based on the Company's fiscal year 2016 net profit margin achievement; (x) 1,885 shares shall vest based on the Company's pre-tax income in fiscal year 2016; (xi) 1,885 shares shall vest based on the Company's 2017 annual premium revenue achievement; (xii) 1,885 shares shall vest based on the Company's 2017 net profit margin achievement; (xiii) 1,885 shares shall vest based on pre-tax income in fiscal year 2017; (xiv) 1,885 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; continued
- F5(xv) 3,770 shares shall vest one half on each of April 1, 2017, and April 1, 2018. (xvi) 2,123 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; (xvii) 5,308 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%; (xviii) 5,308 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; and (xix) 2,123 shares vest on March 1, 2017. The remainder of the shares are vested.