0001209191-15-045005.txt : 20150520 0001209191-15-045005.hdr.sgml : 20150520 20150520180717 ACCESSION NUMBER: 0001209191-15-045005 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150519 FILED AS OF DATE: 20150520 DATE AS OF CHANGE: 20150520 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 SIBLINGS TRUST CENTRAL INDEX KEY: 0001246941 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31719 FILM NUMBER: 15880769 BUSINESS ADDRESS: STREET 1: C/O MOLINA HEALTHCARE, INC. STREET 2: ONE GOLDEN SHORE DRIVE CITY: LONG BEACH STATE: CA ZIP: 90802 MAIL ADDRESS: STREET 1: C/O MOLINA HEALTHCARE, INC. STREET 2: ONE GOLDEN SHORE DRIVE CITY: LONG BEACH STATE: CA ZIP: 90802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MOLINA JOHN C CENTRAL INDEX KEY: 0001246837 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31719 FILM NUMBER: 15880770 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 2015-05-19 0 0001179929 MOLINA HEALTHCARE INC MOH 0001246837 MOLINA JOHN C 300 UNIVERSITY AVE., SUITE 100 SACRAMENTO CA 95825 1 1 1 1 CFO Trustee/Settlor Siblings Trust 0001246941 MOLINA SIBLINGS TRUST 741 ATLANTIC AVENUE LONG BEACH CA 90813 0 0 1 0 Common Stock 2015-05-19 4 S 0 15000 70.3418 D 634546 D Common Stock 2015-05-20 4 S 0 6332 70.2907 D 628214 D Common Stock 128278 D Common Stock 306905 I Trustee of Family Trust Common Stock 559983 I Trustee of Family Trust Common Stock 11154 D Stock Option (Right to Buy) 20.88 2017-03-01 Common Stock 54000 54000 D Sale pursuant to the Rule 10b5-1 Trading Plan of Mr. Molina. Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $69.47 to $71.34. The Reporting Person undertakes to provide full information about the transactions to the Comission upon request. All of these shares are fully vested. Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $70.02 to $70.62. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request. 23,357 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; and 7,786 shares vest on March 1, 2016. 14,199 of such shares vest in one-half increments on each of March 1, 2016 and March 1, 2017. 7,099 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. 17,748 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%. 17,748 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 40,341 newly granted shares vest as follows: (i) 4,034 shares vest based on the Company's fiscal year 2016 annual premium revenue achievement; (ii) 4,034 shares vest based on the Company's fiscal year 2016 net profit margin achievement; (iii) 4,034 shares vest based on the Company's pre-tax income in fiscal year 2016; (iv) 4,034 shares vest based on the Company's 2017 annual premium revenue achievement; (v) 4,034 shares vest based on the Company's 2017 net profit margin achievement; (vi) 4,034 shares vest based on pre-tax income in fiscal year 2017; (vii) 4,034 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) 12,103 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 owned by the Molina Siblings Trust, of which Mr. Molina is the trustee and certain immediate family members of Mr. Molina are the beneficiaries. The shares are owned by the John C. Molina Separate Property Trust, of which Mr. Molina is the trustee and beneficiary. The shares are owned by Mr. Molina and his spouse as community property. The options are fully vested. John C. Molina, by Karen I. Calhoun, Attorney-in-Fact 2015-05-20 John C. Molina, Trustee of the Molina Siblings Trust, by Karen Calhoun, Attorney-In-Fact 2015-05-20