SEC Form 4 · accession 0001209191-15-032939

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 4, 2015

Accepted (ET)

Apr 7, 2015 · 5:51 pm EDT

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^F1,F2	Mar 4, 2015	G	5,000	$0.00	D	676,920	I	Trust
Common Stock^F3,F2	Apr 6, 2015	S	34,000	$67.2018	D	671,920	I	Trust
Common Stock^F4,F5,F6	holding	—	—		—	337,307	D
Common Stock^F7	holding	—	—		—	18,920	I	Trust
Common Stock^F8	holding	—	—		—	18,920	I	Trust
Common Stock^F9	holding	—	—		—	18,920	I	Trust
Common Stock^F10	holding	—	—		—	19,280	I	Trust
Common Stock^F11	holding	—	—		—	1,362	I	Trust
Common Stock^F12	holding	—	—		—	1,362	I	Trust
Common Stock^F13	holding	—	—		—	1,361	I	Trust
Common Stock^F14	holding	—	—		—	1,361	I	Trust
Common Stock^F15,F16	holding	—	—		—	184,026	I	Trust
Common Stock^F17	holding	—	—		—	22,750	I	Manager of limited liability company
Common Stock^F18,F19	holding	—	—		—	65,282	I	Trust
Common Stock^F20	holding	—	—		—	25,082	I	Trust
Common Stock^F21	holding	—	—		—	159,996	I	Trust
Common Stock^F22	holding	—	—		—	83,087	I	Trust
Common Stock^F23	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

F1Price not applicable to gift.
F10The shares are owned by Dr. Molina, as trustee of the Carley A.F. Fox Trust No. 2 dated 5/14/2003.
F11The 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.
F12The 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.
F13The 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.
F14The shares are owned by Dr. Molina's spouse, Therese A. Molina, Trustee of the Remainder Trust for Carley F. Fox dated 12/3/2008.
F15Includes 28,050 vested shares pursuant to incentive awards granted Dr. Molina.
F16The shares are held by the M/T Molina Family Trust, of which Dr. Molina and his spouse are trustees and beneficiaries.
F17The shares are owned by the Molina Family, LLC, of which Dr. Molina is the sole manager.
F18Previously reported in error as 86,764 shares.
F19The shares are owned by JMB GRAT 1209/4 for the benefit of Josephine M. Battiste, of which Dr. Molina is sole trustee.
F2The shares are owned by the J. Marion Molina Separate Property Trust, of which Dr. Molina is sole trustee.
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 Katherine Rose Battiste Trust IV.
F23The shares are owned by Dr. Molina, as trustee of the Julius Avery Battiste Trust IV.
F24The options are fully vested.
F3Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $66.7050 to $67.66. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request.
F446,715 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.
F538,216 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.
F6122,154 shares vest as follows: (i) 12,215 shares vest based on the Company's fiscal year 2016 annual premium revenue achievement; (ii) 12,215 shares vest based on the Company's fiscal year 2016 net profit margin achievement; (iii) 12,215 shares vest based on the Company's pre-tax income in fiscal year 2016; (iv) 12,215 shares vest based on the Company's 2017 annual premium revenue achievement; (v) 12,215 shares vest based on the Company's 2017 net profit margin achievement; (vi) 12,215 shares vest based on pre-tax income in fiscal year 2017; (vii) 12,215 shares vest upon the Company's achieving a three-year TSR for the three-year period ending December 31, 2017 as determined by ISS calculations that is greater than the median TSR achieved by the Company's 2015 ISS peer group; and (viii) 36,649 shares shall vest in one-third increments over three years, on each of April 1, 2016, April 1, 2017, and April 1, 2018. See 2015 Definitive Proxy Statement.
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.