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)
300 UNIVERSITY AVE., SUITE 100

(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)
12/11/2012
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 12/11/2012 A(1) 53,236 A $29.22(2) 154,192(3) D(4)
Common Stock 12/11/2012 F(5) 24,851 D $29.22(2) 129,341(3) D
Common Stock 2,114,840 I Trustee of Family Trust(6)
Common Stock 662,386 D
Common Stock 198,396(7) I Trustee of Family Trust(8)
Common Stock 11,154 D(4)
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) $20.88 (9) 03/01/2017 Common Stock 54,000 54,000 D
1. Name and Address of Reporting Person*
MOLINA JOHN C

(Last) (First) (Middle)
300 UNIVERSITY AVE., SUITE 100

(Street)
SACRAMENTO CA 95825

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MOLINA SIBLINGS TRUST

(Last) (First) (Middle)
741 ATLANTIC AVENUE

(Street)
LONG BEACH CA 90813

(City) (State) (Zip)
Explanation of Responses:
1. Represents shares issued in settlement of performance units granted under the Company's 2011 Equity Incentive Plan pursuant to Rule 16b-3. The units were conditioned upon the Company's total operating revenue for fiscal year 2012 being equal or greater than $5.5 billion. The Company's compensation committee certified that such condition was satisfied on December 11, 2012.
2. Represents the closing price of the Issuer's common stock on December 11, 2012.
3. The shares were issued pursuant to the Issuer's Equity Incentive Plan and are fully vested. An additional 11,700 shares vest on March 1, 2013, and 5,850 shares vest on March 1, 2014.
4. The shares are owned by Mr. Molina and his spouse as community property.
5. In connection 53,236 shares issued in settlement of performance units on 12/11/2012, the Reporting Person surrendered 24,851 shares in payment of the taxes associated with the issued shares.
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. Includes 22,5059 shares previously acquired from the MRM GRAT 610/25 in a non-reportable transaction.
8. The shares are owned by the John C. Molina Separate Property Trust, of which Mr. Molina is the trustee and beneficiary.
9. The options are fully vested.
Remarks:
John C. Molina, by Karen I. Calhoun, Attorney-in-Fact 12/12/2012
John C. Molina, Trustee of the Molina Siblings Trust, by Karen Calhoun, Attorney-In-Fact 12/12/2012
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.