0001209191-15-083853.txt : 20151207 0001209191-15-083853.hdr.sgml : 20151207 20151207200032 ACCESSION NUMBER: 0001209191-15-083853 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151203 FILED AS OF DATE: 20151207 DATE AS OF CHANGE: 20151207 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MOLINA HEALTHCARE INC CENTRAL INDEX KEY: 0001179929 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 134204626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 OCEANGATE, SUITE 100 CITY: LONG BEACH STATE: CA ZIP: 90802 BUSINESS PHONE: 5624353666 MAIL ADDRESS: STREET 1: 200 OCEANGATE, SUITE 100 CITY: LONG BEACH STATE: CA ZIP: 90802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MOLINA J MARIO MD CENTRAL INDEX KEY: 0001246792 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31719 FILM NUMBER: 151273902 MAIL ADDRESS: STREET 1: C/O MOLINA HEALTHCARE, INC. STREET 2: ONE GOLDEN SHORE DRIVE CITY: LONG BEACH STATE: CA ZIP: 90802 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-12-03 0 0001179929 MOLINA HEALTHCARE INC MOH 0001246792 MOLINA J MARIO MD 300 UNIVERSITY AVE., SUITE 100 SACRAMENTO CA 95825 1 1 0 1 President & CEO Settlor-Molina Siblings Trust Common Stock 2015-12-03 4 F 0 24376 59.14 D 372046 I Trust Common Stock 2015-12-03 4 M 0 22831 20.88 A 394877 I Trust Common Stock 2015-12-03 4 S 0 22831 60.3954 D 372046 I Trust Common Stock 2015-12-04 4 M 0 4169 20.88 A 376215 I Trust Common Stock 2015-12-04 4 S 0 4169 60.3499 D 372046 I Trust Common Stock 593759 I Trust Common Stock 200000 I Trust Common Stock 18920 I Trust Common Stock 18920 I Trust Common Stock 18920 I Trust Common Stock 19280 I Trust Common Stock 1362 I Trust Common Stock 1362 I Trust Common Stock 1361 I Trust Common Stock 1361 I Trust Common Stock 65282 I Trust Common Stock 25082 I Trust Common Stock 137972 I Trust Common Stock 83087 I Trust Common Stock 83087 I Trust Stock Option (Right to Buy) 20.88 2015-12-03 4 M 0 22831 20.88 D 2017-03-01 Common Stock 22831 4169 D Stock Option (Right to Buy) 20.88 2015-12-04 4 M 0 4169 20.88 D 2017-03-01 Common Stock 4169 0 D The shares were applied to the payment of withholding taxes in connection with the vesting of 46,715 shares on December 3, 2015 upon the Company achieving total revenue (as defined in the Reporting Person's Restricted Stock Award Agreement) in fiscal year 2015 in excess of $12 billion (the "Vesting Condition"). The achievement of the Vesting Condition was certified by the Compensation Committee on December 2, 2015, with vesting of the shares effective as of December 3, 2015. Represents the closing price (and selling price) of the Issuer's common stock on December 3, 2015. 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. 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 each of April 1, 2016, April 1, 2017, and April 1, 2018. See 2015 Definitive Proxy Statement. The shares are held by the M/T Molina Family Trust, of which Dr. Molina and his spouse are trustees and beneficiaries. Represents the exercise price per share. Sale pursuant to the Rule 10b5-1 Trading Plan of Dr. Molina. Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $60.00 to $61.30. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request. Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $60.00 to $60.74. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request. Includes 22,024 shares previously transferred from the JMM GRAT 911/4 in a non-reportable transaction. The shares are owned by the J. Marion Molina Separate Property Trust, of which Dr. Molina is sole trustee. The shares are owned by Dr. Molina's spouse, Therese A. Molina, as trustee of the MM GRAT 915/3. The shares are owned by Dr. Molina, as trustee of the David M.F. Molina Trust No. 2 dated 5/14/2003. The shares are owned by Dr. Molina, as trustee of the Mary Clare F. Molina Trust No. 2 dated 5/14/2003. The shares are owned by Dr. Molina, as trustee of the Colleen A.F. Fox Trust No. 2 dated 5/14/2003. The shares are owned by Dr. Molina, as trustee of the Carley A.F. Fox Trust No. 2 dated 5/14/2003. 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. 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. 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. 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. The shares are owned by JMB GRAT 1209/4 for the benefit of Josephine M. Battiste, of which Dr. Molina is sole trustee. The shares are owned by JMM GRAT 1208/5, of which Dr. Molina is beneficiary. Excludes 22,024 shares previously transferred to the J. Marion Molina Separate Property Trust in a non-reportable transaction. The shares are owned by JMM GRAT 911/4, of which Dr. Molina is the beneficiary. The shares are owned by Dr. Molina, as trustee of the Katherine Rose Battiste Trust IV. The shares are owned by Dr. Molina, as trustee of the Julius Avery Battiste Trust IV. The options are fully vested. Corrected to reflect shares owned by the M/T Family Trust that were previously reported in error as owned directly by the Reporting Person. /s/ Joseph M. Molina, M.D., by Karen Calhoun, Attorney-in-Fact 2015-12-07