SEC Form 4 · accession 0001209191-15-021545
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
Mar 1, 2015
Accepted (ET)
Mar 3, 2015 · 5:30 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 | Mar 1, 2015 | F | 6,152 | $63.69 | D | 262,790 | D | |
| Common StockF2,F3,F4 | Mar 1, 2015 | F | 9,794 | $63.69 | D | 252,996 | D | |
| Common StockF2,F3,F4 | Mar 1, 2015 | F | 9,793 | $63.69 | D | 243,203 | D | |
| Common StockF7 | holding | — | — | — | 18,920 | I | Trust | |
| Common StockF8 | holding | — | — | — | 18,920 | I | Trust | |
| Common StockF9 | holding | — | — | — | 18,920 | I | Trust | |
| Common StockF10,F11 | holding | — | — | — | 19,280 | I | Trust | |
| Common StockF12 | holding | — | — | — | 1,362 | I | Trust | |
| Common StockF13 | holding | — | — | — | 1,362 | I | Trust | |
| Common StockF14 | holding | — | — | — | 1,361 | I | Trust | |
| Common StockF15 | holding | — | — | — | 1,361 | I | Trust | |
| Common StockF16 | holding | — | — | — | 744,920 | I | Trust | |
| Common StockF17 | holding | — | — | — | 155,976 | I | Trust | |
| Common StockF18 | holding | — | — | — | 22,750 | I | Manager of limited liability company | |
| Common StockF19 | holding | — | — | — | 86,764 | I | Trust | |
| Common StockF20 | holding | — | — | — | 25,082 | I | Trust | |
| Common StockF21 | holding | — | — | — | 159,996 | I | Trust | |
| Common StockF22 | holding | — | — | — | 83,087 | I | Trust | |
| Common StockF23 | 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)F24 | $20.88 | holding | — | — | — | — | Mar 1, 2017 | Common Stock | 54,000 | 54,000 | D |
Explanation of responses
- F1The shares were applied to the payment of withholding taxes arising in connection with the vesting of 15,572 shares on March 1, 2015.
- F10Excludes 9,640 shares previously transferred to the beneficiary pursuant to the trust in a non-reportable transaction.
- F11The shares are owned by Dr. Molina, as trustee of the Carley A.F. Fox Trust No. 2 dated 5/14/2003.
- F12The 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.
- F13The 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.
- F14The 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.
- F15The shares are owned by Dr. Molina's spouse, Therese A. Molina, Trustee of the Remainder Trust for Carley F. Fox dated 12/3/2008.
- F16The shares are owned by the J. Marion Molina Separate Property Trust, of which Dr. Molina is sole trustee.
- F17The shares are held by the M/T Molina Family Trust, of which Dr. Molina and his spouse are trustees and beneficiaries.
- F18The shares are owned by the Molina Family, LLC, of which Dr. Molina is the sole manager.
- F19The shares are owned by JMB GRAT 1209/4 for the benefit of Josephine M. Battiste, of which Dr. Molina is sole trustee.
- F2Represents the closing price (and selling price) of the Issuer's common stock on March 1, 2015.
- F20The shares are owned by JMM GRAT 1208/5, of which Dr. Molina is beneficiary.
- F21The shares are owned by JMM GRAT 911/4, of which Dr. Molina is the beneficiary.
- F22The shares are owned by Dr. Molina, as trustee of the Julius Avery Battiste Trust IV.
- F23The shares are owned by Dr. Molina, as trustee of the Katherine Rose Battiste Trust IV.
- F24The options are fully vested.
- F346,715 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; and 15,572 shares vest on March 1, 2016.
- F438,216 of such shares vest in one-half increments on each of 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. 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.
- F5The shares were applied to the payment of withholding taxes arising in connection with the vesting of 19,109 shares on March 1, 2015.
- F6The shares were applied to the payment of withholding taxes arising in connection with the vesting of 19,108 shares on March 1, 2015. The shares that vested on March 1, 2015 include the shares that were subject to vesting on March 1, 2015 contingent upon the Company achieving a one-year Total Stockholder Return as determined by ISS calculations for fiscal year 2014 that is greater than the average Total Stockholder Return achieved by Centene Corporation and WellCare Group for their fiscal year ending December 31, 2014. The Company's achievement of such Total Stockholder Return was certified by the compensation committee on February 24, 2015.
- F7The shares are owned by Dr. Molina, as trustee of the David M.F. Molina Trust No. 2 dated 5/14/2003.
- F8The shares are owned by Dr. Molina, as trustee of the Mary Clare F. Molina Trust No. 2 dated 5/14/2003.
- F9The shares are owned by Dr. Molina, as trustee of the Colleen A.F. Fox Trust No. 2 dated 5/14/2003.