Sec Form 4 Filing - MOLINA JOHN C @ MOLINA HEALTHCARE INC - 2017-03-06

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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO (Last) (First) (Middle) 300 UNIVERSITY AVE., SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 03/06/2017 (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 03/06/2017 S( 1 ) 20,341 D $ 49.1942 ( 2 ) 622,074 I Trustee of Family Trust ( 3 ) Common Stock 03/07/2017 F( 4 ) 3,444 D $ 48.52 ( 5 ) 102,368 ( 6 ) D Common Stock 03/07/2017 F( 7 ) 1,722 D $ 48.52 ( 5 ) 99,068 ( 8 ) D Common Stock 03/07/2017 F( 9 ) 3,444 D $ 48.52 ( 5 ) 92,468 ( 6 ) ( 10 ) ( 11 ) ( 12 ) D Common Stock 600,714 ( 13 ) ( 14 ) D Common Stock 11,154 D ( 15 )

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 JOHN C 300 UNIVERSITY AVE., SUITE 100 SACRAMENTO, CA95825 X CFO Signatures John C. Molina, by Karen I. Calhoun, Attorney-in-Fact 03/08/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Sale pursuant to the Rule 10b5-1 Trading Plan of the John C. Molina Separate Property Trust. ( 2 )Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $48.77 to $49.62. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request. ( 3 )The shares are owned by the John C. Molina Separate Property Trust, of which Mr. Molina is the trustee and beneficiary. ( 4 )The shares were applied to the payment of withholding taxes arising in connection with the vesting of 6,600 shares on March 7, 2017, based upon the Company's 2016 STARS rating achievement. ( 5 )Represents the closing price of the Issuer's common stock on March 7, 2017. ( 6 )Excludes 3,156 shares net of tax withholding now shown as fully vested. ( 7 )The shares were applied to the payment of withholding taxes arising in connection with the vesting of 3,300 shares on March 7, 2017, upon the Company's achievement of a certain business development target (Board approved acquisition). ( 8 )Excludes 1,578 shares net of tax withholding now shown as fully vested. ( 9 )The shares were applied to the payment of withholding taxes arising in connection with the vesting of 6,600 shares on March 7, 2017. ( 10 )6,600 shares shall vest based on the Company's 2017 after tax profit margin; 6,600 shares shall vest based on the Company's 2018 after tax profit margin; 6,600 shares shall vest based upon the Company's 2017 STARS ratings; 13,200 shares shall vest upon the Company's achievement of certain business development targets; 6,600 shares shall vest on each of March 7, 2018, and March 7, 2019. ( 11 )20,041 shares shall vest in one-third increments over three years, on each of March 1, 2018, March 1, 2019, and March 1, 2020. ( 12 )4,034 shares vest based on the Company's 2017 annual premium revenue achievement; 4,034 shares vest based on the Company's 2017 net profit margin achievement; 4,034 shares vest based on pre-tax income in fiscal year 2017; 8,068 shares shall vest in one-half increments over two years, on each of April 1, 2017, and April 1, 2018. See 2015 Definitive Proxy Statement. ( 13 )All of these shares are fully vested. ( 14 )Includes 7,890 shares vested on March 7, 2017 net of shares withheld for payment of taxes. ( 15 )The shares are owned by Mr. Molina and his spouse as community property.

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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