SEC Form 4 · accession 0001209191-15-010926
MOLINA HEALTHCARE, INC. · MOH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
John C Molina
Officer — CFO · Director · 10% Owner · Other
MOLINA SIBLINGS TRUST
10% Owner
Period of report
Feb 5, 2015
Accepted (ET)
Feb 9, 2015 · 5:27 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 | Feb 5, 2015 | S | 15,000 | $52.4855 | D | 658,068 | D | |
| Common StockF4,F3 | Feb 6, 2015 | S | 4,070 | $52.2757 | D | 653,998 | D | |
| Common StockF5,F6 | holding | — | — | — | 109,922 | D | ||
| Common StockF7 | holding | — | — | — | 1,314,840 | I | Trustee of Family Trust | |
| Common StockF8 | holding | — | — | — | 358,396 | I | Trustee of Family Trust | |
| Common StockF9 | holding | — | — | — | 11,154 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F10 | $20.88 | holding | — | — | — | — | Mar 1, 2017 | Common Stock | 54,000 | 54,000 | D |
Explanation of responses
- F1Sale pursuant to the Rule 10b5-1 Trading Plan of Mr. Molina.
- F10The options are fully vested.
- F2Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $51.67 to $53.0997. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request.
- F3All of these shares are fully vested.
- F4Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $51.6911 to $52.56. The Reporting Person undertakes to provide full information about the transactions to the Comission upon request.
- F523,357 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; 7,786 shares vest on March 1, 2015; and 7,786 shares vest on March 1, 2016.
- F621,299 of such shares vest in one-third increments on each of March 1, 2015, March 1, 2016 and March 1, 2017. 7,099 of such shares 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. 7,099 of such shares 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. 17,748 of such shares 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%. 17,748 of such shares vest upon the Company achieving a cumulative earnings per share of at least $8.50 for the three year period ending December 31, 2016.
- F7The shares are owned by the Molina Siblings Trust, of which Mr. Molina is the trustee and certain immediate family members of Mr. Molina are the beneficiaries.
- F8The shares are owned by the John C. Molina Separate Property Trust, of which Mr. Molina is the trustee and beneficiary.
- F9The shares are owned by Mr. Molina and his spouse as community property.