0001209191-15-017273.txt : 20150223 0001209191-15-017273.hdr.sgml : 20150223 20150223165951 ACCESSION NUMBER: 0001209191-15-017273 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150219 FILED AS OF DATE: 20150223 DATE AS OF CHANGE: 20150223 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: 15640412 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 2015-02-19 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 2015-02-19 4 S 0 10000 60.8699 D 18920 I Trust Common Stock 2015-02-19 4 S 0 10000 60.8694 D 18920 I Trust Common Stock 2015-02-19 4 S 0 10000 60.8692 D 18920 I Trust Common Stock 28920 I Trust Common Stock 1362 I Trust Common Stock 1362 I Trust Common Stock 1361 I Trust Common Stock 1361 I Trust Common Stock 744920 I Trust Common Stock 155976 I Trust Common Stock 268942 D Common Stock 22750 I Manager of limited liability company Common Stock 86764 I Trust Common Stock 25082 I Trust Common Stock 159996 I Trust Common Stock 83087 I Trust Common Stock 83087 I Trust Stock Option (Right to Buy) 20.88 2017-03-01 Common Stock 54000 54000 D Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $60.54 to $61.28. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request. Previously reported in error as owned by the 2008 trust for the same beneficiary. The shares are owned by Dr. Molina, as trustee of the David M.F. Molina Trust No. 2 dated 5/14/2003. Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $60.51 to $61.27. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request. The shares are owned by Dr. Molina, as trustee of the Mary Clare F. Molina Trust No. 2 dated 5/14/2003. Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $60.54 to $61.24. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request. 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 Carly 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 Carly F. Fox dated 12/3/2008. The shares are owned by the J. Marion Molina Separate Property Trust, of which Dr. Molina is sole trustee. The shares are held by the M/T Molina Family Trust, of which Dr. Molina and his spouse are trustees and beneficiaries. 46,715 shares 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; 15,572 shares vest on March 1, 2015; and 15,572 shares vest on March 1, 2016. 57,325 of such shares vest in one-third increments on each of March 1, 2015, 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. 19,108 of such shares vest on March 1, 2015 contingent upon the Company achieving a one-year TSR as determined by ISS calculations for fiscal year 2014 that is greater than the average TSR achieved by Centene Corporation and WellCare Group for their fiscal year ending December 31, 2014. 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. The shares are owned by the Molina Family, LLC, of which Dr. Molina is the sole manager. 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. 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 Julius Avery Battiste Trust IV. The shares are owned by Dr. Molina, as trustee of the Katherine Rose Battiste Trust IV. The options are fully vested. /s/ Joseph M. Molina, M.D., by Karen Calhoun, Attorney-in-Fact 2015-02-23