X0306 4 2017-03-07 0 0001179929 MOLINA HEALTHCARE INC MOH 0001246792 MOLINA J MARIO MD 300 UNIVERSITY AVE., SUITE 100 SACRAMENTO CA 95825 1 1 0 0 President & CEO Common Stock 2017-03-07 4 F 0 6828 48.52 D 379542 I Trust Common Stock 2017-03-07 4 F 0 3414 48.52 D 376128 I Trust Common Stock 2017-03-07 4 F 0 6828 48.52 D 369300 I Trust Common Stock 469184 I Trust Common Stock 122956 I Trust Common Stock 18920 I Trust Common Stock 18920 I Trust Common Stock 18920 I Trust Common Stock 19280 I Trust Common Stock 1362 I Trust Common Stock 1362 I Trust Common Stock 1361 I Trust Common Stock 1361 I Trust Common Stock 65282 I Trust Common Stock 25082 I Trust Common Stock 137972 I Trust Common Stock 83087 I Trust Common Stock 83087 I Trust Common Stock 200000 I Trust The shares were applied to the payment of withholding taxes arising in connection with the vesting of 13,084 shares on March 7, 2017 based upon the Company's 2016 STARS rating achievement. Represents the closing price of the Issuer's common stock on March 7, 2017. The shares are held by the M/T Molina Family Trust, of which Dr. Molina and his spouse are trustees and beneficiaries. The shares were applied to the payment of withholding taxes arising in connection with the vesting of 6,542 shares on March 7, 2017, upon the Company's achievement of a certain business development target (Board approved acquisition). The shares were applied to the payment of withholding taxes arising in connection with the vesting of 13,084 shares on March 7, 2017. 12,215 shares vest based on the Company's 2017 annual premium revenue achievement; 12,215 shares vest based on the Company's 2017 net profit margin achievement; 12,215 shares vest based on pre-tax income in fiscal year 2017; 12,215 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 24,432 shares shall vest in one-half increments over two years, on each of April 1, 2017, and April 1, 2018. See 2015 Definitive Proxy Statement. 13,084 shares shall vest based on the Company's 2017 after tax profit margin; 13,084 shares shall vest based on the Company's 2018 after tax profit margin; 13,084 shares shall vest based upon the Company's 2017 STARS ratings; 26,168 shares shall vest upon the Company's achievement of certain business development targets; 13,283 shares shall vest on each of March 7, 2018, and March 7, 2019. 58,300 shares shall vest in one-third increments over three years, on each of March 1, 2018, March 1, 2019, and March 1, 2020. The shares are owned by the J. Marion Molina Separate Property Trust, of which Dr. Molina is sole trustee. The shares are owned by Dr. Molina's spouse, Therese A. Molina, as trustee of the MM GRAT 915/3. The shares are owned by Dr. Molina, as trustee of the David M.F. Molina Trust No. 2 dated 5/14/2003. The shares are owned by Dr. Molina, as trustee of the Mary Clare F. Molina Trust No. 2 dated 5/14/2003. 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 Carley 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 Carley F. Fox dated 12/3/2008. 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 Katherine Rose Battiste Trust IV. The shares are owned by Dr. Molina, as trustee of the Julius Avery Battiste Trust IV. The shares are owned by JMM GRAT 716/3, of which Dr. Molina is the beneficiary. /s/ Joseph M. Molina, M.D., by Karen Calhoun, Attorney-in-Fact 2017-03-08