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