Sec Form 4 Filing - WHITE JOSEPH W CPA @ MOLINA HEALTHCARE INC - 2016-07-01

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 WHITE JOSEPH W CPA 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 Accounting Officer (Last) (First) (Middle) 300 UNIVERSITY AVENUE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2016 (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 07/01/2016 A( 1 ) 149 A $ 49.9 ( 2 ) 108,881 ( 3 ) ( 4 ) ( 5 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WHITE JOSEPH W CPA 300 UNIVERSITY AVENUE, SUITE 100 SACRAMENTO, CA95825 Chief Accounting Officer Signatures Jeff D. Barlow, by power of attorney for Joseph W. White. 07/05/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares were acquired under the Molina Healthcare, Inc. 2011 Employee Stock Purchase Plan. ( 2 )Represents the closing price of Issuer's common stock on June 30, 2016. The purchase price is based on the stock's lower market price as of the two following dates: (1) January 1, 2016, the first day of the ESPP offering period, and (2) June 30, 2016, the last day of the ESPP offering period. ( 3 )The shares vest as follows: (i) 4,317 shares shall vest based on the Company's 2016 after tax profit margin; (ii) 4,317 shares shall vest based on the Company's 2017 after tax profit margin; (iii) 4,317 shares shall vest based on the Company's 2018 after tax profit margin; (iv) 4,317 shares shall vest based upon the Company's 2016 STARS ratings; (v) 4,317 shares shall vest based upon the Company's 2017 STARS ratings; (vi) 8,635 shares shall vest upon the Company's achievement of certain business development targets; and (vii) 12,954 shares shall vest in one-third increments, on each of March 7, 2017, March 7, 2018, and March 7, 2019; (viii) 2,262 shares shall vest based on the Company's fiscal year 2016 annual premium revenue achievement; (ix) 2,262 shares shall vest based on the Company's fiscal year 2016 net profit margin achievement; continued ( 4 )(x) 2,262 shares shall vest based on the Company's pre-tax income in fiscal year 2016; (xi) 2,262 shares shall vest based on the Company's 2017 annual premium revenue achievement; (xii) 2,262 shares shall vest based on the Company's 2017 net profit margin achievement; (xiii) 2,262 shares shall vest based on pre-tax income in fiscal year 2017; (xiv) 2,262 shares shall vest upon the Company's achieving a three-year Total Stockholder Return (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; (xv) 4,525 shares shall vest one half on each of April 1, 2017, and April 1, 2018, continued ( 5 )(xvi) 2,654 shares shall vest upon the Company achieving three-year 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; (xvii) 6,635 shares shall 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%; (xviii) 6,635 shares shall vest upon the Company achieving a cumulative earnings per share of at least $8.50 for the three year period ending December 31, 2016; and (xix) 2,654 shares vest on March 1, 2017. The remainder of the shares are vested.

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