SEC Form 4 · accession 0001209191-16-104915
MOLINA HEALTHCARE, INC. · MOH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John C Molina
Officer — CFO · Director
Period of report
Mar 1, 2016
Accepted (ET)
Mar 2, 2016 · 8:47 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 | Mar 1, 2016 | F | 5,778 | $63.74 | D | 610,988 | D | |
| Common StockF4,F5 | holding | — | — | — | 90,035 | D | ||
| Common StockF6,F7 | holding | — | — | — | 621,364 | I | Trustee of Family Trust | |
| Common StockF8 | 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)F9 | $20.88 | holding | — | — | — | — | Mar 1, 2017 | Common Stock | 54,000 | 54,000 | D |
Explanation of responses
- F1The shares were applied to the payment of withholding taxes arising in connection with the vesting of 14,886 shares on March 1, 2016.
- F2Represents the closing price of the Issuer's common stock on March 1, 2016.
- F3All of these shares are fully vested.
- F47,099 of such shares vest on 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.
- F540,341 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.
- F6Includes 61,381 shares previously distributed by the Molina Siblings Trust to its beneficiaries in a non-reportable transaction.
- F7The shares are owned by the John C. Molina Separate Property Trust, of which Mr. Molina is the trustee and beneficiary.
- F8The shares are owned by Mr. Molina and his spouse as community property.
- F9The options are fully vested.