Sec Form 4 Filing - MOLINA J MARIO MD @ MOLINA HEALTHCARE INC - 2015-01-05

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 J MARIO MD
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 _____ 10% Owner
X __ Officer (give title below) X __ Other (specify below)
President & CEO/Settlor-Molina Siblings Trust
(Last) (First) (Middle)
300 UNIVERSITY AVE., SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
01/05/2015
(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 01/05/2014 S( 1 ) 34,000 D $ 51.8746 ( 2 ) 778,920 ( 3 ) I Trust ( 4 )
Common Stock 155,976 I Trust ( 5 )
Common Stock 268,942 ( 6 ) ( 7 ) D
Common Stock 22,750 I Manager of limited liability company ( 8 )
Common Stock 86,764 I Trust ( 9 )
Common Stock 25,082 I Trust ( 10 )
Common Stock 159,996 I Trust ( 11 )
Common Stock 30,282 I Trust ( 12 )
Common Stock 30,282 I Trust ( 13 )
Common Stock 30,281 I Trust ( 14 )
Common Stock 30,281 I Trust ( 15 )
Common Stock 83,087 I Trust ( 16 )
Common Stock 83,087 I Trust ( 17 )
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 ( 18 ) 03/01/2017 Common Stock 54,000 54,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MOLINA J MARIO MD
300 UNIVERSITY AVE., SUITE 100
SACRAMENTO, CA95825
X President & CEO Settlor-Molina Siblings Trust
Signatures
/s/ Joseph M. Molina, M.D., by Karen Calhoun, Attorney-in-Fact 01/07/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Sale pursuant to the Rule 10b5-1 Trading Plan of Dr. Molina.
( 2 )Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $51.0600 to $52.7000. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request.
( 3 )Excludes 6,000 shares previously transferred in a non-reportable transaction.
( 4 )The shares are owned by the J. Marion Molina Separate Property Trust, of which Dr. Molina is sole trustee.
( 5 )The shares are held by the M/T Molina Family Trust, of which Dr. Molina and his spouse are trustees and beneficiaries.
( 6 )46,715 shares shall vest upon the Company achieving total revenue in any of the 2013, 2014, or 2015 fiscal years equal to or greater than $12 billion; 15,572 shares vest on March 1, 2015; and 15,572 shares vest on March 1, 2016.
( 7 )57,325 of such shares vest in one-third increments on each of March 1, 2015, March 1, 2016 and March 1, 2017. 19,108 of such shares vest upon the Company achieving three-year Total Stockholder Return (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. 19,108 of such shares vest on March 1, 2015 contingent upon the Company achieving a one-year TSR as determined by ISS calculations for fiscal year 2014 that is greater than the average TSR achieved by Centene Corporation and WellCare Group for their fiscal year ending December 31, 2014. 47,771 of such shares 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%. 47,771 of such shares vest upon the Company achieving a cumulative earnings per share of at least $8.50 for the three year period ending December 31, 2016.
( 8 )The shares are owned by the Molina Family, LLC, of which Dr. Molina is the sole manager.
( 9 )The shares are owned by JMB GRAT 1209/4 for the benefit of Josephine M. Battiste, of which Dr. Molina is sole trustee.
( 10 )The shares are owned by JMM GRAT 1208/5, of which Dr. Molina is beneficiary.
( 11 )The shares are owned by JMM GRAT 911/4, of which Dr. Molina is the beneficiary.
( 12 )The shares are owned by Dr. Molina's spouse, Therese A. Molina, Trustee of the Remainder Trust for David M.F. Molina dated 12/3/2008.
( 13 )The shares are owned by Dr. Molina's spouse, Therese A. Molina, Trustee of the Remainder Trust for Mary Clare F. Molina dated 12/3/2008.
( 14 )The shares are owned by Dr. Molina's spouse, Therese A. Molina, Trustee of the Remainder Trust for Carly F. Fox dated 12/3/2008.
( 15 )The shares are owned by Dr. Molina's spouse, Therese A. Molina, Trustee of the Remainder Trust for Colleen A.F. Fox dated 12/3/2008.
( 16 )The shares are owned by Dr. Molina, as trustee of the Julius Avery Battiste Trust IV.
( 17 )The shares are owned by Dr. Molina, as trustee of the Katherine Rose Battiste Trust IV.
( 18 )The options are fully vested.

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