SEC Form 4 · accession 0001209191-17-019347
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 6, 2017
Accepted (ET)
Mar 8, 2017 · 5:30 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 6, 2017 | S | 20,341 | $49.1942 | D | 622,074 | I | Trustee of Family Trust |
| Common StockF5,F6 | Mar 7, 2017 | F | 3,444 | $48.52 | D | 102,368 | D | |
| Common StockF5,F8 | Mar 7, 2017 | F | 1,722 | $48.52 | D | 99,068 | D | |
| Common StockF5,F6,F10,F11,F12 | Mar 7, 2017 | F | 3,444 | $48.52 | D | 92,468 | D | |
| Common StockF13,F14 | holding | — | — | — | 600,714 | D | ||
| Common StockF15 | holding | — | — | — | 11,154 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Sale pursuant to the Rule 10b5-1 Trading Plan of the John C. Molina Separate Property Trust.
- F106,600 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 2017 STARS ratings; 13,200 shares shall vest upon the Company's achievement of certain business development targets; 6,600 shares shall vest on each of March 7, 2018, and March 7, 2019.
- F1120,041 shares shall vest in one-third increments over three years, on each of March 1, 2018, March 1, 2019, and March 1, 2020.
- F124,034 shares vest based on the Company's 2017 annual premium revenue achievement; 4,034 shares vest based on the Company's 2017 net profit margin achievement; 4,034 shares vest based on pre-tax income in fiscal year 2017; 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.
- F13All of these shares are fully vested.
- F14Includes 7,890 shares vested on March 7, 2017 net of shares withheld for payment of taxes.
- F15The shares are owned by Mr. Molina and his spouse as community property.
- F2Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $48.77 to $49.62. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request.
- F3The shares are owned by the John C. Molina Separate Property Trust, of which Mr. Molina is the trustee and beneficiary.
- F4The shares were applied to the payment of withholding taxes arising in connection with the vesting of 6,600 shares on March 7, 2017, based upon the Company's 2016 STARS rating achievement.
- F5Represents the closing price of the Issuer's common stock on March 7, 2017.
- F6Excludes 3,156 shares net of tax withholding now shown as fully vested.
- F7The shares were applied to the payment of withholding taxes arising in connection with the vesting of 3,300 shares on March 7, 2017, upon the Company's achievement of a certain business development target (Board approved acquisition).
- F8Excludes 1,578 shares net of tax withholding now shown as fully vested.
- F9The shares were applied to the payment of withholding taxes arising in connection with the vesting of 6,600 shares on March 7, 2017.