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