Sec Form 4 Filing - MOLINA JOHN C @ MOLINA HEALTHCARE INC - 2013-02-11

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
MOLINA JOHN C
2. Issuer Name and Ticker or Trading Symbol
MOLINA HEALTHCARE INC [ MOH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) X __ Other (specify below)
CFO/Trustee/Settlor Siblings Trust
(Last) (First) (Middle)
300 UNIVERSITY AVE., SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
02/11/2013
(Street)
SACRAMENTO, CA95825
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 02/11/2013 S( 1 ) 7,500 D $ 31.1148 ( 2 ) 614,886 D
Common Stock 02/12/2013 S( 1 ) 7,500 D $ 31.2416 ( 3 ) 607,386 D
Common Stock 02/13/2013 S( 1 ) 5,000 D $ 33.4836 ( 4 ) 602,386 D
Common Stock 129,341 ( 5 ) D ( 6 )
Common Stock 2,114,840 I Trustee of Family Trust ( 7 )
Common Stock 198,396 I Trustee of Family Trust ( 8 )
Common Stock 11,154 D ( 6 )
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 Option (Right to Buy) $ 20.88 ( 9 ) 03/01/2017 Common Stock 54,000 54,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MOLINA JOHN C
300 UNIVERSITY AVE., SUITE 100
SACRAMENTO, CA95825
X X CFO Trustee/Settlor Siblings Trust
MOLINA SIBLINGS TRUST
741 ATLANTIC AVENUE
LONG BEACH, CA90813
X
Signatures
John C. Molina, by Karen I. Calhoun, Attorney-in-Fact 02/13/2013
Signature of Reporting Person Date
John C. Molina, Trustee of the Molina Siblings Trust, by Karen Calhoun, Attorney-In-Fact 02/13/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Sale pursuant to the Rule 10b5-1 Trading Plan of Mr. Molina.
( 2 )Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $31.05 to $31.25. The Reporting Person undertakes to provide full information about the transactions to the Comission upon request.
( 3 )Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $30.97 to $31.44. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request.
( 4 )Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $33.44 to $33.52. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request.
( 5 )The shares were issued pursuant to the Issuer's Equity Incentive Plan. 11,700 of such shares vest on March 1, 2013, and 5,850 of such shares vest on March 1, 2014.
( 6 )The shares are owned by Mr. Molina and his spouse as community property.
( 7 )The shares are owned by the Molina Siblings Trust, of which Mr. Molina is the trustee and certain immediate family members of Mr. Molina are the beneficiaries.
( 8 )The shares are owned by the John C. Molina Separate Property Trust, of which Mr. Molina is the trustee and beneficiary.
( 9 )The options are fully vested.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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