SEC Form 4 · accession 0001209191-15-045005

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 19, 2015

Accepted (ET)

May 20, 2015 · 6:07 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^F2,F3	May 19, 2015	S	15,000	$70.3418	D	634,546	D
Common Stock^F4,F3	May 20, 2015	S	6,332	$70.2907	D	628,214	D
Common Stock^F5,F6,F7	holding	—	—		—	128,278	D
Common Stock^F8	holding	—	—		—	306,905	I	Trustee of Family Trust
Common Stock^F9	holding	—	—		—	559,983	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

F1Sale pursuant to the Rule 10b5-1 Trading Plan of Mr. Molina.
F10The shares are owned by Mr. Molina and his spouse as community property.
F11The 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 $69.47 to $71.34. 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 $70.02 to $70.62. 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.
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.