SEC Form 4 · accession 0001181431-15-000064
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
Dec 31, 2014
Accepted (ET)
Jan 2, 2015 · 8:00 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,F3,F4,F5 | Dec 31, 2014 | A | 66 | $46.10 | A | 84,583 | 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 July 1, 2014. The purchase price is based on the stock's lower market price as of the two following dates: (1) July 1, 2014, the first day of the ESPP offering period, and (2) December 31, 2014, the last day of the ESPP offering period.
- F3The shares vest as follows: (i) 7,007 shares shall vest upon the Company achieving total revenue in any of the 2013, 2014, or 2015 fiscal years equal to or greater than $12 billion; (ii) 2,654 shares shall vest upon the Company achieving 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, 2016; continued
- F4(iii) 2,654 shares shall vest on March 1, 2015 contingent upon the Company achieving a one-year TSR as determined by ISS calculations for fiscal year 2014 that is greater than the average TSR achieved by Centene Corporation and WellCare Group for their fiscal year ending December 31, 2014; (iv) 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%; continued
- F5(v) 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; (vi) 18,115 shares vest on March 1, 2015; (vii) 8,740 shares vest on March 1, 2016; and (viii) 2,654 shares vest on March 1, 2017. The remainder of the shares are vested.