SEC Form 4 · accession 0001209191-15-083853
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
Dec 3, 2015
Accepted (ET)
Dec 7, 2015 · 8:00 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 StockF2,F3,F4,F5 | Dec 3, 2015 | F | 24,376 | $59.14 | D | 372,046 | I | Trust |
| Common StockF6,F3,F4,F5 | Dec 3, 2015 | M | 22,831 | $20.88 | A | 394,877 | I | Trust |
| Common StockF8,F3,F4,F5 | Dec 3, 2015 | S | 22,831 | $60.3954 | D | 372,046 | I | Trust |
| Common StockF6,F3,F4,F5 | Dec 4, 2015 | M | 4,169 | $20.88 | A | 376,215 | I | Trust |
| Common StockF9,F3,F4,F5 | Dec 4, 2015 | S | 4,169 | $60.3499 | D | 372,046 | I | Trust |
| Common StockF10,F11 | holding | — | — | — | 593,759 | I | Trust | |
| Common StockF12 | holding | — | — | — | 200,000 | I | Trust | |
| Common StockF13 | holding | — | — | — | 18,920 | I | Trust | |
| Common StockF14 | holding | — | — | — | 18,920 | I | Trust | |
| Common StockF15 | holding | — | — | — | 18,920 | I | Trust | |
| Common StockF16 | holding | — | — | — | 19,280 | I | Trust | |
| Common StockF17 | holding | — | — | — | 1,362 | I | Trust | |
| Common StockF18 | holding | — | — | — | 1,362 | I | Trust | |
| Common StockF19 | holding | — | — | — | 1,361 | I | Trust | |
| Common StockF20 | holding | — | — | — | 1,361 | I | Trust | |
| Common StockF21 | holding | — | — | — | 65,282 | I | Trust | |
| Common StockF22 | holding | — | — | — | 25,082 | I | Trust | |
| Common StockF23,F24 | holding | — | — | — | 137,972 | I | Trust | |
| Common StockF25 | holding | — | — | — | 83,087 | I | Trust | |
| Common StockF26 | 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)F27 | $20.88 | Dec 3, 2015 | M | 22,831 | D | — | Mar 1, 2017 | Common Stock | 22,831 | 4,169 | D |
| Stock Option (Right to Buy)F27 | $20.88 | Dec 4, 2015 | M | 4,169 | D | — | Mar 1, 2017 | Common Stock | 4,169 | 0 | D |
Explanation of responses
- F1The shares were applied to the payment of withholding taxes in connection with the vesting of 46,715 shares on December 3, 2015 upon the Company achieving total revenue (as defined in the Reporting Person's Restricted Stock Award Agreement) in fiscal year 2015 in excess of $12 billion (the "Vesting Condition"). The achievement of the Vesting Condition was certified by the Compensation Committee on December 2, 2015, with vesting of the shares effective as of December 3, 2015.
- F10Includes 22,024 shares previously transferred from the JMM GRAT 911/4 in a non-reportable transaction.
- F11The shares are owned by the J. Marion Molina Separate Property Trust, of which Dr. Molina is sole trustee.
- F12The shares are owned by Dr. Molina's spouse, Therese A. Molina, as trustee of the MM GRAT 915/3.
- F13The shares are owned by Dr. Molina, as trustee of the David M.F. Molina Trust No. 2 dated 5/14/2003.
- F14The shares are owned by Dr. Molina, as trustee of the Mary Clare F. Molina Trust No. 2 dated 5/14/2003.
- F15The shares are owned by Dr. Molina, as trustee of the Colleen A.F. Fox Trust No. 2 dated 5/14/2003.
- F16The shares are owned by Dr. Molina, as trustee of the Carley A.F. Fox Trust No. 2 dated 5/14/2003.
- F17The 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.
- F18The 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.
- F19The 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.
- F2Represents the closing price (and selling price) of the Issuer's common stock on December 3, 2015.
- F20The shares are owned by Dr. Molina's spouse, Therese A. Molina, Trustee of the Remainder Trust for Carley F. Fox dated 12/3/2008.
- F21The shares are owned by JMB GRAT 1209/4 for the benefit of Josephine M. Battiste, of which Dr. Molina is sole trustee.
- F22The shares are owned by JMM GRAT 1208/5, of which Dr. Molina is beneficiary.
- F23Excludes 22,024 shares previously transferred to the J. Marion Molina Separate Property Trust in a non-reportable transaction.
- F24The shares are owned by JMM GRAT 911/4, of which Dr. Molina is the beneficiary.
- F25The shares are owned by Dr. Molina, as trustee of the Katherine Rose Battiste Trust IV.
- F26The shares are owned by Dr. Molina, as trustee of the Julius Avery Battiste Trust IV.
- F27The 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.
- F5The shares are held by the M/T Molina Family Trust, of which Dr. Molina and his spouse are trustees and beneficiaries.
- F6Represents the exercise price per share.
- F7Sale pursuant to the Rule 10b5-1 Trading Plan of Dr. Molina.
- F8Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $60.00 to $61.30. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request.
- F9Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $60.00 to $60.74. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request.
Remarks
Corrected to reflect shares owned by the M/T Family Trust that were previously reported in error as owned directly by the Reporting Person.