SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MOLINA JOHN C (Last) (First) (Middle) 2277 FAIR OAKS BLVD., SUITE 440 (Street) SACRAMENTO CA 95825 (City) (State) (Zip)	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
	3. Date of Earliest Transaction (Month/Day/Year) 05/24/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	05/24/2010		S(1)		15,000	D	$26.9086(2)	417,123	D
Common Stock								61,103	I	Trustee of Family Trust(3)
Common Stock								51,374(4)	D(5)
Common Stock								447,123	D
Common Stock								2,453,327	I	Trustee of Family Trust(6)
Common Stock								50,394	I	Trustee of Family Trust(7)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)	$31.32							03/01/2008(8)	03/01/2017	Common Stock	36,000		36,000	D

1. Name and Address of Reporting Person* MOLINA JOHN C (Last) (First) (Middle) 2277 FAIR OAKS BLVD., SUITE 440 (Street) SACRAMENTO CA 95825 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) X Other (specify below) CFO Trustee/Settlor Siblings Trust

1. Name and Address of Reporting Person* MOLINA SIBLINGS TRUST (Last) (First) (Middle) 741 ATLANTIC AVENUE (Street) LONG BEACH CA 90813 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Sale pursuant to the Rule 10b5-1 Trading Plan of Mr. Molina.

2. Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transaction was $26.52 to $27.11. 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. 15,600 of the shares were granted under the Issuer's 2002 Equity Incentive Plan on 3/1/2008. 3,900 of such shares vested on 3/1/2009 and 3/1/2010, respectively, and the balance vest in one-half increments on 3/1/2011 and 3/1/2012. 15,600 of the shares were granted under the Issuer's 2002 Equity Incentive Plan on 3/1/2009. 3,900 of such shares vested on 3/1/2010, and the balance vest in one-third increments on 3/1/2011, 3/1/2012 and 3/1/2013.

5. The shares are owned by Mr. Molina and his spouse as community property.

6. 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.

7. The shares are owned by the M/T Molina Children's Education Trust, of which Mr. Molina is the trustee and certain immediate family members of Mr. Molina are the benficiaries.

8. The options vest in one-fourth increments on each of 3/1/2008, 3/1/2009, 3/1/2010 and 3/1/2011.

Remarks:

Mr. Molina and the Molina Siblings Trust previosuly reported individually.

	John C. Molina, by Karen I. Calhoun, Attorney-in-Fact	05/25/2010
	John C. Molina, Trustee of the Molina Siblings Trust, by Karen Calhoun, Attorney-In-Fact	05/25/2010
	** Signature of Reporting Person	Date
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