SEC Form 4 · accession 0001209191-15-079186
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
Nov 5, 2015
Accepted (ET)
Nov 9, 2015 · 8:08 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 StockF1,F2,F3,F4 | Nov 5, 2015 | M | 27,000 | $20.88 | A | 364,307 | D | |
| Common StockF6 | Nov 5, 2015 | S | 27,000 | $65.1248 | D | 337,307 | D | |
| Common StockF7 | holding | — | — | — | 124,026 | I | Trust | |
| Common StockF8,F9 | holding | — | — | — | 571,735 | I | Trust | |
| Common StockF10 | holding | — | — | — | 200,000 | I | Trust | |
| Common StockF11 | holding | — | — | — | 18,920 | I | Trust | |
| Common StockF12 | holding | — | — | — | 18,920 | I | Trust | |
| Common StockF13 | holding | — | — | — | 18,920 | I | Trust | |
| Common StockF14 | holding | — | — | — | 19,280 | I | Trust | |
| Common StockF15 | holding | — | — | — | 1,362 | I | Trust | |
| Common StockF16 | holding | — | — | — | 1,362 | I | Trust | |
| Common StockF17 | holding | — | — | — | 1,361 | I | Trust | |
| Common StockF18 | holding | — | — | — | 1,361 | I | Trust | |
| Common StockF19 | holding | — | — | — | 65,282 | 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 | Nov 5, 2015 | M | 27,000 | D | — | Mar 1, 2017 | Common Stock | 27,000 | 27,000 | D |
Explanation of responses
- F1Represents the exercise price per share.
- F10The shares are owned by Dr. Molina's spouse, Therese A. Molina, as trustee of the MM GRAT 915/3.
- F11The shares are owned by Dr. Molina, as trustee of the David M.F. Molina Trust No. 2 dated 5/14/2003.
- F12The shares are owned by Dr. Molina, as trustee of the Mary Clare F. Molina Trust No. 2 dated 5/14/2003.
- F13The shares are owned by Dr. Molina, as trustee of the Colleen A.F. Fox Trust No. 2 dated 5/14/2003.
- F14The shares are owned by Dr. Molina, as trustee of the Carley A.F. Fox Trust No. 2 dated 5/14/2003.
- F15The 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.
- F16The 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.
- F17The 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.
- F18The shares are owned by Dr. Molina's spouse, Therese A. Molina, Trustee of the Remainder Trust for Carley F. Fox dated 12/3/2008.
- F19The shares are owned by JMB GRAT 1209/4 for the benefit of Josephine M. Battiste, of which Dr. Molina is sole trustee.
- F246,715 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.
- 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.
- F338,216 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.
- F4122,154 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.
- F5Sale pursuant to the Rule 10b5-1 Trading Plan of Dr. Molina.
- F6Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $63.86 to $65.74. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request.
- F7The shares are held by the M/T Molina Family Trust, of which Dr. Molina and his spouse are trustees and beneficiaries.
- F8Includes 228 shares previously transferred from the Molina Family LLC in a non-reportable transaction.
- F9The shares are owned by the J. Marion Molina Separate Property Trust, of which Dr. Molina is sole trustee.