Sec Form 4 Filing - BAYER TERRY @ MOLINA HEALTHCARE INC - 2014-02-20

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BAYER TERRY
2. Issuer Name and Ticker or Trading Symbol
MOLINA HEALTHCARE INC [ MOH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
300 UNIVERSITY AVENUE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
02/20/2014
(Street)
SACRAMENTO, CA95825
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/20/2014 S 22,815 D $ 36.946 ( 1 ) 93,275.5 ( 2 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $ 29.5267 ( 3 ) 07/01/2015 Common Stock 31,500 31,500 D
Stock Options (Right to Buy) $ 19.1067 ( 3 ) 02/02/2016 Common Stock 21,000 21,000 D
Stock Options (Right to Buy) $ 20.88 ( 3 ) 03/01/2017 Common Stock 16,500 16,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BAYER TERRY
300 UNIVERSITY AVENUE, SUITE 100
SACRAMENTO, CA95825
Chief Operating Officer
Signatures
Jeff D. Barlow, by power of attorney for Terry Bayer. 02/20/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the weighted average selling price with respect to four sales, with a selling price range between $36.50 and $37.00.
( 2 )15,572 shares shall vest upon the Company achieving total revenue in any of the 2013, 2014, or 2015 fiscal years equal to or greater than $12 billion; 15,571 shares shall vest upon the Company achieving three-year EBITDA margin for the three-year period ending December 31, 2013 equal to or greater than 2.5%; 10,290 shares vest on March 1, 2014; and 5,191 shares vest on each of March 1, 2015 and March 1, 2016. The remainder of the shares are vested.
( 3 )The options are fully vested.

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