Sec Form 4 Filing - MOLINA JOHN C @ MOLINA HEALTHCARE INC - 2012-03-01

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 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) 03/01/2012 (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 03/01/2012 S 20,000 D $ 33.6065 ( 1 ) 2,144,840 I Trustee of Family Trust ( 2 ) Common Stock 03/01/2012 S 30,000 D $ 33.5048 ( 3 ) 692,386 ( 4 ) D Common Stock 03/01/2012 F( 5 ) 57,726 D $ 33.53 ( 6 ) 96,691 ( 7 ) D ( 8 ) Common Stock 175,891 ( 9 ) I Trustee of Family Trust ( 10 ) Common Stock 11,154 D ( 8 )

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 D erivative 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 ( 11 ) 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 03/05/2012 Signature of Reporting Person Date John C. Molina, Trustee of the Molina Siblings Trust, by Karen Calhoun, Attorney-In-Fact 03/05/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transaction was $33.16 to $33.78. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request. ( 2 )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. ( 3 )Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $33.08 to $33.78. The Reporting Person undertakes to provide full information about the transactions to the Comission upon request. ( 4 )The report now lists on a separate line shares issed pursuant to the Issuer's Equity Incentive Plan. This total also corrects an overstatement of shares by 50,167. ( 5 )The shares were applied to the payment of withholding taxes arising in connection with the vesting of 130,050 shares on March 1, 2012. ( 6 )Represents the closing and selling price of the Issuer's common stock on March 1, 2012. ( 7 )The shares were issued pursuant to the Issuer's Equity Incentive Plan and are fully vested. An additional 11,700 shares vest on March 1, 2013, and 5,850 shares vest on March 1, 2014. Vesting was previously reported using pre-split numbers in effect prior to the 3:2 stock split effective May 20, 2011. ( 8 )The shares are owned by Mr. Molina and his spouse as community property. ( 9 )The total corrects an overstatement by 2 shares. Also includes 83,640 shares previously transferred in non-reportable transactions from MRM GRATs 508/3, 1108/2, 1108/3, 609/2 and 1209/2. ( 10 )The shares are owned by the John C. Molina Separate Property Trust, of which Mr. Molina is the trustee and beneficiary. ( 11 )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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