SEC Form 4 · accession 0001209191-17-019348
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
Period of report
Mar 7, 2017
Accepted (ET)
Mar 8, 2017 · 5:31 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 7, 2017 | F | 6,828 | $48.52 | D | 379,542 | I | Trust |
| Common StockF2,F3 | Mar 7, 2017 | F | 3,414 | $48.52 | D | 376,128 | I | Trust |
| Common StockF2,F6,F7,F8,F3 | Mar 7, 2017 | F | 6,828 | $48.52 | D | 369,300 | I | Trust |
| Common StockF9 | holding | — | — | — | 469,184 | I | Trust | |
| Common StockF10 | holding | — | — | — | 122,956 | 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 | — | — | — | 137,972 | I | Trust | |
| Common StockF22 | holding | — | — | — | 83,087 | I | Trust | |
| Common StockF23 | holding | — | — | — | 83,087 | I | Trust | |
| Common StockF24 | holding | — | — | — | 200,000 | I | Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The shares were applied to the payment of withholding taxes arising in connection with the vesting of 13,084 shares on March 7, 2017 based upon the Company's 2016 STARS rating achievement.
- 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.
- F2Represents the closing price of the Issuer's common stock on March 7, 2017.
- 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 shares are owned by JMM GRAT 716/3, of which Dr. Molina is the beneficiary.
- F3The shares are held by the M/T Molina Family Trust, of which Dr. Molina and his spouse are trustees and beneficiaries.
- F4The shares were applied to the payment of withholding taxes arising in connection with the vesting of 6,542 shares on March 7, 2017, upon the Company's achievement of a certain business development target (Board approved acquisition).
- F5The shares were applied to the payment of withholding taxes arising in connection with the vesting of 13,084 shares on March 7, 2017.
- F612,215 shares vest based on the Company's 2017 annual premium revenue achievement; 12,215 shares vest based on the Company's 2017 net profit margin achievement; 12,215 shares vest based on pre-tax income in fiscal year 2017; 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 24,432 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.
- F713,084 shares shall vest based on the Company's 2017 after tax profit margin; 13,084 shares shall vest based on the Company's 2018 after tax profit margin; 13,084 shares shall vest based upon the Company's 2017 STARS ratings; 26,168 shares shall vest upon the Company's achievement of certain business development targets; 13,283 shares shall vest on each of March 7, 2018, and March 7, 2019.
- F858,300 shares shall vest in one-third increments over three years, on each of March 1, 2018, March 1, 2019, and March 1, 2020.
- F9The shares are owned by the J. Marion Molina Separate Property Trust, of which Dr. Molina is sole trustee.