SEC Form 4 · accession 0001209191-15-017273
MOLINA HEALTHCARE, INC. · MOH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J Mario Molina M.D.
Officer — President & CEO · Director · Other
Period of report
Feb 19, 2015
Accepted (ET)
Feb 23, 2015 · 4:59 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 StockF1,F2,F3 | Feb 19, 2015 | S | 10,000 | $60.8699 | D | 18,920 | I | Trust |
| Common StockF4,F2,F5 | Feb 19, 2015 | S | 10,000 | $60.8694 | D | 18,920 | I | Trust |
| Common StockF6,F2,F7 | Feb 19, 2015 | S | 10,000 | $60.8692 | D | 18,920 | I | Trust |
| Common StockF2,F8 | holding | — | — | — | 28,920 | I | Trust | |
| Common StockF9 | holding | — | — | — | 1,362 | I | Trust | |
| Common StockF10 | holding | — | — | — | 1,362 | I | Trust | |
| Common StockF11 | holding | — | — | — | 1,361 | I | Trust | |
| Common StockF12 | holding | — | — | — | 1,361 | I | Trust | |
| Common StockF13 | holding | — | — | — | 744,920 | I | Trust | |
| Common StockF14 | holding | — | — | — | 155,976 | I | Trust | |
| Common StockF15,F16 | holding | — | — | — | 268,942 | D | ||
| Common StockF17 | holding | — | — | — | 22,750 | I | Manager of limited liability company | |
| Common StockF18 | holding | — | — | — | 86,764 | I | Trust | |
| Common StockF19 | holding | — | — | — | 25,082 | I | Trust | |
| Common StockF20 | holding | — | — | — | 159,996 | I | Trust | |
| Common StockF21 | holding | — | — | — | 83,087 | I | Trust | |
| Common StockF22 | holding | — | — | — | 83,087 | I | Trust |
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)F23 | $20.88 | holding | — | — | — | — | Mar 1, 2017 | Common Stock | 54,000 | 54,000 | D |
Explanation of responses
- F1Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $60.54 to $61.28. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request.
- F10The shares are owned by Dr. Molina's spouse, Therese A. Molina, Trustee of the Remainder Trust for Mary Clare F. Molina dated 12/3/2008.
- F11The shares are owned by Dr. Molina's spouse, Therese A. Molina, Trustee of the Remainder Trust for Colleen A.F. Fox dated 12/3/2008.
- F12The shares are owned by Dr. Molina's spouse, Therese A. Molina, Trustee of the Remainder Trust for Carly F. Fox dated 12/3/2008.
- F13The shares are owned by the J. Marion Molina Separate Property Trust, of which Dr. Molina is sole trustee.
- F14The shares are held by the M/T Molina Family Trust, of which Dr. Molina and his spouse are trustees and beneficiaries.
- F1546,715 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; 15,572 shares vest on March 1, 2015; and 15,572 shares vest on March 1, 2016.
- F1657,325 of such shares vest in one-third increments on each of March 1, 2015, March 1, 2016 and March 1, 2017. 19,108 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. 19,108 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. 47,771 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%. 47,771 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.
- F17The shares are owned by the Molina Family, LLC, of which Dr. Molina is the sole manager.
- F18The shares are owned by JMB GRAT 1209/4 for the benefit of Josephine M. Battiste, of which Dr. Molina is sole trustee.
- F19The shares are owned by JMM GRAT 1208/5, of which Dr. Molina is beneficiary.
- F2Previously reported in error as owned by the 2008 trust for the same beneficiary.
- F20The shares are owned by JMM GRAT 911/4, of which Dr. Molina is the beneficiary.
- F21The shares are owned by Dr. Molina, as trustee of the Julius Avery Battiste Trust IV.
- F22The shares are owned by Dr. Molina, as trustee of the Katherine Rose Battiste Trust IV.
- F23The options are fully vested.
- F3The shares are owned by Dr. Molina, as trustee of the David M.F. Molina Trust No. 2 dated 5/14/2003.
- F4Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $60.51 to $61.27. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request.
- F5The shares are owned by Dr. Molina, as trustee of the Mary Clare F. Molina Trust No. 2 dated 5/14/2003.
- F6Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $60.54 to $61.24. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request.
- F7The shares are owned by Dr. Molina, as trustee of the Colleen A.F. Fox Trust No. 2 dated 5/14/2003.
- F8The shares are owned by Dr. Molina, as trustee of the Carly A.F. Fox Trust No. 2 dated 5/14/2003.
- F9The shares are owned by Dr. Molina's spouse, Therese A. Molina, Trustee of the Remainder Trust for David M.F. Molina dated 12/3/2008.