SEC FORM 4

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

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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 J MARIO MD

(Last)

(First)

(Middle)

300 UNIVERSITY AVE., SUITE 100

(Street)

SACRAMENTO

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		10% Owner
X	Officer (give title below)	X	Other (specify below)
	President & CEO		Settlor-Molina Siblings Trust

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/30/2013		F⁽¹⁾		10,157	D	$35.6⁽²⁾	340,401⁽³⁾	D⁽⁴⁾
Common Stock								376,132	D
Common Stock								22,750	I	Manager of limited liability company⁽⁵⁾
Common Stock								187,148	I	Trustee of trust⁽⁶⁾
Common Stock								86,764	I	Trustee of trust⁽⁷⁾
Common Stock								35,146	I	Trust⁽⁸⁾
Common Stock								240,000	I	General partner of family partnership⁽⁹⁾
Common Stock								214,212	I	Trust⁽¹⁰⁾
Common Stock								1,362	I	Trust⁽¹¹⁾
Common Stock								1,362	I	Trust⁽¹²⁾
Common Stock								1,361	I	Trust⁽¹³⁾
Common Stock								1,361	I	Trust⁽¹⁴⁾
Common Stock								83,087	I	Trust⁽¹⁵⁾
Common Stock								83,087	I	Trust⁽¹⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$20.88							⁽¹⁷⁾	03/01/2017	Common Stock	54,000		54,000	D

Explanation of Responses:

1. The shares were applied to the payment of withholding taxes arising in connection with the vesting of 19,464 shares on September 30, 2013.

2. Represents the closing price (and selling price) of the Issuer's common stock on September 30, 2013.

3. 19,464 shares vest on December 31, 2013. 186,858 shares vest in 1/4th increments as follows: (i) 1/4th shall vest in equal 1/3rd increments over three years on March 1, 2014, March 1, 2015, and March 1, 2016; (ii) 1/4th shall vest upon the Company achieving three-year Total Stockholder Return (as compared to the Company's ISS peer group), for the three-year period ending December 31, 2013 equal to or greater than the 50th percentile in that peer group; (iii) 1/4th shall vest upon the Company achieving total revenue in any of the 2013, 2014, or 2015 fiscal years equal to or greater than $12 billion; and (iv) 1/4th shall vest upon the Company achieving three-year EBITDA margin for the three-year period ending December 31, 2013 equal to or greater than 2.5%. Additionally, 5,850 shares vest on March 1, 2014. The remainder of the shares are vested.

4. The shares are owned by Dr. Molina and his spouse as community property.

5. The shares are owned by the Molina Family, LLC, of which Dr. Molina is the sole manager.

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 JMB GRAT 1209/4 for the benefit of Josephine M. Battiste, of which Dr. Molina is sole trustee.

8. The shares are owned by JMM GRAT 1208/5, of which Dr. Molina is beneficiary.

9. The shares are owned by the Molina Family Partnership, L.P., of which Dr. Molina is the sole general partner. Dr. Molina and his spouse each hold a 0.5% ownership interest in the partnership. The remaining 99% of ownership interests in the partnership are held in equal amounts by the Joseph Marion Molina, M.D. Annuity Trust No. 1, the Joseph Marion Molina, M.D. Annuity Trust No. 2 and the Joseph Marion Molina, M.D. Annuity Trust No. 3. Dr. Molina is trustee and certain immediate family members of Dr. Molina are the beneficiaries of these trusts.

10. The shares are owned by JMM GRAT 911/4, of which Dr. Molina is the beneficiary.

11. 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.

12. 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.

13. The shares are woned by Dr. Molina's spouse, Therese A. Molina, Trustee of the Remainder Trust for Carly F. Fox dated 12/3/2008.

14. 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.

15. The shares are owned by Dr. Molina, as trustee of the Julius Avery Battiste Trust IV.

16. The shares are owned by Dr. Molina, as trustee of the Katherine Rose Battiste Trust IV.

17. The options are fully vested.

Remarks:

	/s/ Joseph M. Molina, M.D., by Karen Calhoun, Attorney-in-Fact	10/02/2013
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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