SEC Form 4 · accession 0001179929-18-000028
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
Jan 19, 2018
Accepted (ET)
Jan 23, 2018 · 6:50 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 | Jan 19, 2018 | F | 1,088 | $91.83 | D | 70,092 | D | |
| Common StockF4,F5,F6 | Jan 22, 2018 | S | 2,804 | $91.63 | D | 67,288 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The shares were withheld for payment of taxes with respect to vesting of 2,865 shares on January 19, 2018, upon the Company achieving a three-year Total Stockholder Return (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, 2017.
- F2Represents the closing price of the Issuer's common stock on January 19, 2018.
- F3The sale was made pursuant to Reporting Person's Rule 10b5-1 Trading Plan that was established on December 13, 2017.
- F4Represents the actual selling price for all 2,804 shares.
- 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) 2,866 shares shall vest on April 1, 2018; the remainder of the shares are vested.