SEC Form 4 · accession 0001179929-17-000057
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 1, 2017
Accepted (ET)
Mar 3, 2017 · 6:05 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, 2017 | A | 16,033 | $49.40 | A | 174,952 | D | |
| Common StockF2 | Mar 1, 2017 | F | 1,746 | $49.40 | D | 173,206 | D | |
| Common StockF2 | Mar 1, 2017 | F | 1,077 | $49.40 | D | 172,129 | D | |
| Common StockF6,F7 | Mar 1, 2017 | D | 34,106 | $0.00 | D | 138,023 | D |
Table II — derivative securities
No Table II lines on this filing.
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 March 1, 2017.
- F3The shares were applied to the payment of withholding taxes arising in connection with the vesting of 4,644 shares on March 1, 2017.
- F4The shares were applied to the payment of withholding taxes arising in connection with the vesting of 2,865 shares on March 1, 2017, upon the Company's fiscal year 2016 annual premium revenue achievement.
- F5Represents the forfeiture of performance-based restricted stock grants granted to the Reporting Person on each of March 1, 2014, April 1, 2015, and March 7, 2016 that were eligible to vest upon certain financial performance objectives. Upon grant, the target vesting amounts were reported in Table 1 of Form 4. The Company determined that, based on the Company's performance over the applicable performance period, the shares are forfeited.
- F6The shares vest as follows: (i) The 16,033 newly granted shares shall vest in one-third increments over three years, on each of March 1, 2018, March 1, 2019, and March 1, 2020; (ii) 5,154 shares shall vest based on the Company's 2017 after tax profit margin; (iii) 5,154 shares shall vest based on the Company's 2018 after tax profit margin; (iv) 5,154 shares shall vest based upon the Company's 2016 STARS ratings; (v) 5,154 shares shall vest based upon the Company's 2017 STARS ratings; (vi) 10,308 shares shall vest upon the Company's achievement of certain business development targets; (vii) 15,464 shares shall vest in one-third increments, on each of March 7, 2017, March 7, 2018, and March 7, 2019; continued
- F7(viii) 2,865 shares shall vest based on the Company's 2017 annual premium revenue achievement; (ix) 2,865 shares shall vest based on the Company's 2017 net profit margin achievement; (x) 2,865 shares shall vest based on pre-tax income in fiscal year 2017; (xi) 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 (xii) 5,732 shares shall vest one half on each of April 1, 2017, and April 1, 2018; the remainder of the shares are vested.