Sec Form 4 Filing - MOLINA J MARIO MD @ MOLINA HEALTHCARE INC - 2016-01-05

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) 01/05/2016 (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 01/05/2016 S( 1 ) 10,000 D $ 60.8264 ( 2 ) 362,046 ( 3 ) ( 4 ) I Trust ( 5 ) Common Stock 593,759 I Trust ( 6 ) Common Stock 200,000 I Trust ( 7 ) Common Stock 18,920 I Trust ( 8 ) Common Stock 18,920 I Trust ( 9 ) Common Stock 18,920 I Trust ( 10 ) Common Stock 19,280 I Trust ( 11 ) Common Stock 1,362 I Trust ( 12 ) Common Stock 1,362 I Trust ( 13 ) Common Stock 1,361 I Trust ( 14 ) Common Stock 1,361 I Trust ( 15 ) Common Stock 65,282 I Trust ( 16 ) Common Stock 25,082 I Trust ( 17 ) Common Stock 137,972 I Trust ( 18 ) Common Stock 83,087 I Trust ( 19 ) Common Stock 83,087 I Trust ( 20 )

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 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 01/07/2016 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 $60.00 to $61.22. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request. ( 3 )38,216 of such shares vest in one-half increments on each of 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. 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. ( 4 )122,154 shares vest as follows: (i) 12,215 shares vest based on the Company's fiscal year 2016 annual premium revenue achievement; (ii) 12,215 shares vest based on the Company's fiscal year 2016 net profit margin achievement; (iii) 12,215 shares vest based on the Company's pre-tax income in fiscal year 2016; (iv) 12,215 shares vest based on the Company's 2017 annual premium revenue achievement; (v) 12,215 shares vest based on the Company's 2017 net profit margin achievement; (vi) 12,215 shares vest based on pre-tax income in fiscal year 2017; (vii) 12,215 shares vest upon the Company's achieving a three-year 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; and (viii) 36,649 shares shall vest in one-third increments over three years, on e ach of April 1, 2016, April 1, 2017, and April 1, 2018. See 2015 Definitive Proxy Statement. ( 5 )The shares are held by the M/T Molina Family Trust, of which Dr. Molina and his spouse are trustees and beneficiaries. ( 6 )The shares are owned by the J. Marion Molina Separate Property Trust, of which Dr. Molina is sole trustee. ( 7 )The shares are owned by Dr. Molina's spouse, Therese A. Molina, as trustee of the MM GRAT 915/3. ( 8 )The shares are owned by Dr. Molina, as trustee of the David M.F. Molina Trust No. 2 dated 5/14/2003. ( 9 )The shares are owned by Dr. Molina, as trustee of the Mary Clare F. Molina Trust No. 2 dated 5/14/2003. ( 10 )The shares are owned by Dr. Molina, as trustee of the Colleen A.F. Fox Trust No. 2 dated 5/14/2003. ( 11 )The shares are owned by Dr. Molina, as trustee of the Carley A.F. Fox Trust No. 2 dated 5/14/2003. ( 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 Colleen A.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 Carley F. Fox dated 12/3/2008. ( 16 )The shares are owned by JMB GRAT 1209/4 for the benefit of Josephine M. Battiste, of which Dr. Molina is sole trustee. ( 17 )The shares are owned by JMM GRAT 1208/5, of which Dr. Molina is beneficiary. ( 18 )The shares are owned by JMM GRAT 911/4, of which Dr. Molina is the beneficiary. ( 19 )The shares are owned by Dr. Molina, as trustee of the Katherine Rose Battiste Trust IV. ( 20 )The shares are owned by Dr. Molina, as trustee of the Julius Avery Battiste Trust IV.

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