SEC Form 4 · accession 0001179929-17-000065
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 7, 2017
Accepted (ET)
Mar 8, 2017 · 5:31 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 7, 2017 | F | 2,078 | $48.52 | D | 135,945 | D | |
| Common StockF2 | Mar 7, 2017 | F | 1,345 | $48.52 | D | 134,600 | D | |
| Common StockF2,F5,F6 | Mar 7, 2017 | F | 2,690 | $48.52 | D | 131,910 | 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 5,154 shares on March 7, 2017, upon the Company's 2016 STARS ratings achievement.
- F2Represents the closing price of the Issuer's common stock on March 7, 2017.
- F3The shares were applied to the payment of withholding taxes arising in connection with the vesting of 2,577 shares on March 7, 2017, upon the Company's achievement of a certain business development target (Board approved acquisition).
- F4The shares were applied to the payment of withholding taxes arising in connection with the vesting of 5,155 shares on March 7, 2017.
- F5The shares vest as follows: (i) 16,033 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 2017 STARS ratings; (v) 7,731 shares shall vest upon the Company's achievement of certain business development targets; (vi) 10,309 shares shall vest in two increments on each of March 7, 2018 and March 7, 2019; continued
- F6(vii) 2,865 shares shall vest based on the Company's 2017 annual premium revenue achievement; (viii) 2,865 shares shall vest based on the Company's 2017 net profit margin achievement; (ix) 2,865 shares shall vest based on pre-tax income in fiscal year 2017; (x) 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 (xi) 5,732 shares shall vest one half on each of April 1, 2017 and April 1, 2018; the remainder of the shares are vested.