Sec Form 4 Filing - MOLINA J MARIO MD @ MOLINA HEALTHCARE INC - 2017-10-01

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 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 15302 CENTRAL AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2017 (Street) CHINO, CA91710 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 10/01/2017 A( 1 ) 800 ( 2 ) A ( 3 ) $ 68.76 144,365 I Trust ( 4 ) Common Stock 467,554 ( 5 ) I Trust ( 6 ) Common Stock 122,956 I Trust ( 7 ) Common Stock 65,282 I Trust ( 8 ) Common Stock 151,630 ( 9 ) I Trust ( 10 )

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 15302 CENTRAL AVENUE CHINO, CA91710 X Signatures /s/ Joseph M. Molina, M.D., by Karen Calhoun, Attorney-in-Fact 10/02/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Grant of restricted stock subject to vesting under the Issuer's 2011 Equity Incentive Plan. ( 2 )The aggregate dollar value of the annual equity award to each director in 2017-2018 shall be $220,000, with one quarter of that amount in stock, or $55,000, to be granted on the first day of each quarter based on the closing price of the Issuer's common stock on such day. Since the grant date of October 1, 2017 was a non-trading day, the number of shares was calculated based on the closing price of the Issuer's common stock on September 29, 2017, of $68.76. Thus, the grant this quarter for services as a Director is for 800 shares of the Issuer's common stock. ( 3 )Represents the closing price of the Issuer's common stock on September 29, 2017. ( 4 )The shares are held by the M/T Molina Family Trust, of which Dr. Molina and his spouse are trustees and beneficiaries. ( 5 )Includes 48,370 shares previously transferred from JMM GRAT 715/3 in a non-reportable transaction. ( 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 JMB GRAT 1209/4 for the benefit of Josephine M. Battiste, of which Dr. Molina is sole trustee. ( 9 )Excludes 48,370 shares previously transferred to the J. Marion Molina Separate Property Trust in a non-reportable transaction. ( 10 )The shares are owned by JMM GRAT 716/3, of which Dr. Molina is the beneficiary.

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