SEC Form 4 · accession 0001209191-15-039734
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
May 5, 2015
Accepted (ET)
May 7, 2015 · 8:41 am 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 StockF2,F3 | May 5, 2015 | S | 15,000 | $58.5393 | D | 651,623 | D | |
| Common StockF4,F3 | May 6, 2015 | S | 2,077 | $58.6981 | D | 649,546 | D | |
| Common StockF5,F6,F7 | holding | — | — | — | 128,278 | D | ||
| Common StockF8,F9 | holding | — | — | — | 306,905 | I | Trustee of Family Trust | |
| Common StockF10,F11 | holding | — | — | — | 559,983 | I | Trustee of Family Trust | |
| Common StockF12 | 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)F13 | $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.
- F10Includes 201,587 shares previously distributed by the Molina Siblings Trust to its beneficiaries in a non-reportable transaction.
- F11The shares are owned by the John C. Molina Separate Property Trust, of which Mr. Molina is the trustee and beneficiary.
- F12The shares are owned by Mr. Molina and his spouse as community property.
- F13The 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 $58.01 to $59.43. The Reporting Person undertakes to provide full information about the transactions to the Comission 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 $58.30 to $59.22. The Reporting Person undertakes to provide full information about the transactions to the Commission 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; and 7,786 shares vest on March 1, 2016.
- F614,199 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.
- F7The 40,341 newly granted shares vest as follows: (i) 4,034 shares vest based on the Company's fiscal year 2016 annual premium revenue achievement; (ii) 4,034 shares vest based on the Company's fiscal year 2016 net profit margin achievement; (iii) 4,034 shares vest based on the Company's pre-tax income in fiscal year 2016; (iv) 4,034 shares vest based on the Company's 2017 annual premium revenue achievement; (v) 4,034 shares vest based on the Company's 2017 net profit margin achievement; (vi) 4,034 shares vest based on pre-tax income in fiscal year 2017; (vii) 4,034 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) 12,103 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.
- F8Excludes 1,007,935 shares previously transferred in non-reportable transactions.
- F9The 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.