SEC Form 4 · accession 0001209191-16-157108
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
Dec 15, 2016
Accepted (ET)
Dec 30, 2016 · 5:17 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 | Dec 15, 2016 | G | 9,200 | $0.00 | D | 559,025 | D | |
| Common StockF1,F3 | Dec 15, 2016 | G | 920 | $0.00 | D | 620,444 | I | Trustee of Family Trust |
| Common StockF4,F5,F6 | holding | — | — | — | 152,000 | D | ||
| Common StockF7 | 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)F8 | $20.88 | holding | — | — | — | — | Mar 1, 2017 | Common Stock | 54,000 | 54,000 | D |
Explanation of responses
- F1Price not applicable to gift.
- F2All of these shares are fully vested.
- F3The shares are owned by the John C. Molina Separate Property Trust, of which Mr. Molina is the trustee and beneficiary.
- 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) 8,068 shares shall vest in one-half increments over two years, on each of April 1, 2017, and April 1, 2018. See 2015 Definitive Proxy Statement.
- F66,600 shares shall vest based on the Company's 2016 after tax profit margin; 6,600 shares shall vest based on the Company's 2017 after tax profit margin; 6,600 shares shall vest based on the Company's 2018 after tax profit margin; 6,600 shares shall vest based upon the Company's 2016 STARS ratings; 6,600 shares shall vest based upon the Company's 2017 STARS ratings; 13,200 shares shall vest upon the Company's achievement of certain business development targets; 19,800 shares shall vest in one-third increments, on each of March 7, 2017, March 7, 2018, and March 7, 2019.
- F7The shares are owned by Mr. Molina and his spouse as community property.
- F8The options are fully vested.