SEC Form 4 · accession 0001209191-15-021551

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

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 Stock^F2,F3,F4	Mar 1, 2015	F	2,850	$63.69	D	102,136	D
Common Stock^F2,F3,F4	Mar 1, 2015	F	2,871	$63.69	D	95,036	D
Common Stock^F2,F3,F4	Mar 1, 2015	F	3,639	$63.69	D	87,937	D
Common Stock^F7	holding	—	—		—	666,623	D
Common Stock^F8	holding	—	—		—	1,314,840	I	Trustee of Family Trust
Common Stock^F9	holding	—	—		—	358,396	I	Trustee of Family Trust
Common Stock^F10	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)^F11	$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 7,786 shares on March 1, 2015.
F10The shares are owned by Mr. Molina and his spouse as community property.
F11The options are fully vested.
F2Represents the closing price of the Issuer's common stock on March 1, 2015.
F323,357 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; and 7,786 shares vest on March 1, 2016.
F414,199 of such shares vest in one-half increments on each of 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. 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.
F5The shares were applied to the payment of withholding taxes arising in connection with the vesting of 7,100 shares on March 1, 2015.
F6The shares were applied to the payment of withholding taxes arising in connection with the vesting of 7,099 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.
F7All of these shares are fully vested. Includes shares that vested on March 1, 2015, less the number of shares applied to the payment of withholding taxes.
F8The 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.
F9The shares are owned by the John C. Molina Separate Property Trust, of which Mr. Molina is the trustee and beneficiary.