Sec Form 4 Filing - Barlow Jeff D. @ MOLINA HEALTHCARE, INC. - 2022-03-01

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 Barlow Jeff D. 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 Legal Officer (Last) (First) (Middle) 2180 HARVARD STREET, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2022 (Street) SACRAMENTO, CA95815 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 03/01/2022 A( 1 ) 3,527 A $ 311.88( 2 ) 80,806 D Common Stock 03/01/2022 F( 3 ) 4,021 D $ 311.88( 2 ) 76,785 D Common Stock 03/01/2022 A( 4 ) 17,342 A $ 311.88( 2 ) 94,127 D Common Stock 03/01/2022 F( 5 ) 7,969 D $ 311.88( 2 ) 86,158( 6 ) 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 Own ed 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 Barlow Jeff D. 2180 HARVARD STREET SUITE 400 SACRAMENTO, CA95815 Chief Legal Officer Signatures Jeff D. Barlow 03/03/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Grant of restricted stock under the Issuer's 2019 Equity Incentive Plan. ( 2 )Represents the closing price of the Issuer's common stock on March 1, 2022. ( 3 )The shares were applied to the payment of withholding taxes arising in connection with the vesting of 8,798 shares on March 1, 2022. ( 4 )Shares issued in settlement of performance stock units granted in 2019 which vested at the 200% max level based on the achievement of cumulative net income metric over the three fiscal years of 2019, 2020 and 2021. ( 5 )Shares were applied to payment of withholding taxes in connection with vesting of the above-mentioned performance stock units. ( 6 )Shares shall vest as follows: the 3,527 newly granted shares vest in one-third increments on each of March 1, 2023, March 1, 2024, and March 1, 2025. Additional shares shall vest as follows: 6,872 shares on March 1, 2023; and 1,500 shares on March 1, 2024. The remaining 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).

** 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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