Sec Form 4 Filing - WHITE JOSEPH W CPA @ MOLINA HEALTHCARE INC - 2018-03-01

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 X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 300 UNIVERSITY AVENUE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2018 (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 03/01/2018 F( 1 ) 785 D $ 71.88 ( 2 ) 99,286 D Common Stock 03/01/2018 F( 3 ) 1,597 D $ 71.88 ( 2 ) 97,689 D Common Stock 03/01/2018 D 13,158 D ( 4 ) $ 0 84,531 ( 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 X Chief Financial Officer Signatures Jeff D. Barlow, by power of attorney for Joseph W. White 03/02/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares were applied to payment of withholding taxes in connection with vesting of 2,262 shares on March 1, 2018, which vested upon the compensation committee's certification of the Company's 2017 annual premium revenue metric achievement. ( 2 )Represents the closing price of the Issuer's common stock on March 1, 2018. ( 3 )The shares were applied to the payment of withholding taxes arising in connection with the vesting of 4,616 shares on March 1, 2018. ( 4 )Represents forfeiture of performance-based restricted stock granted to Reporting Person on April 1, 2015 and March 7, 2016, which were subject to vesting upon certain financial performance objectives that were not achieved. ( 5 )The shares vest as follows: (i) 15,008 shares shall vest in one-third increments over three years, on each of June 5, 2018, June 5, 2019, and June 5, 2020; (ii) 9,231 shares shall vest in two increments on each of March 1, 2019 and March 1, 2020; (iii) 4,317 shares shall vest based on the Company's 2018 after tax profit margin; (iv) 6,476 shares shall vest upon the Company's achievement of certain business development targets; (v) 8,636 shares shall vest one half on each of March 7, 2018 and March 7, 2019; (vi) 2,262 shares shall vest on April 1, 2018; the remainder of the shares are 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).

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