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 J MARIO MD (Last) (First) (Middle) 15302 CENTRAL AVENUE (Street) CHINO CA 91710 (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 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/02/2017
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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	05/02/2017		A(1)		603	A	$59.75(2)	363,528	I	Trust(3)
Common Stock	05/02/2017		F(4)		106,674	D	$59.75(2)	256,854	I	Trust(3)
Common Stock								469,184	I	Trust(5)
Common Stock								122,956	I	Trust(6)
Common Stock								18,920	I	Trust(7)
Common Stock								18,920	I	Trust(8)
Common Stock								18,920	I	Trust(9)
Common Stock								19,280	I	Trust(10)
Common Stock								1,362	I	Trust(11)
Common Stock								1,362	I	Trust(12)
Common Stock								1,361	I	Trust(13)
Common Stock								1,361	I	Trust(14)
Common Stock								65,282	I	Trust(15)
Common Stock								25,082	I	Trust(16)
Common Stock								137,972	I	Trust(17)
Common Stock								83,087	I	Trust(18)
Common Stock								83,087	I	Trust(19)
Common Stock								200,000	I	Trust(20)

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

Explanation of Responses:

1. The shares were issued in connection with Dr. Molina's service as an outside director of the Issuer.

2. Represents the closing price of the Issuer's common stock on May 2, 2017.

3. The shares are held by the M/T Molina Family Trust, of which Dr. Molina and his spouse are trustees and beneficiaries.

4. The shares were applied to the payment of withholding taxes arising in connection with the accelerated vesting of 204,420 shares on May 2, 2017, subject to restrictions.

5. The shares are owned by the J. Marion Molina Separate Property Trust, of which Dr. Molina is sole trustee.

6. The shares are owned by Dr. Molina's spouse, Therese A. Molina, as trustee of the MM GRAT 915/3.

7. The shares are owned by Dr. Molina, as trustee of the David M.F. Molina Trust No. 2 dated 5/14/2003.

8. The shares are owned by Dr. Molina, as trustee of the Mary Clare F. Molina Trust No. 2 dated 5/14/2003.

9. The shares are owned by Dr. Molina, as trustee of the Colleen A.F. Fox Trust No. 2 dated 5/14/2003.

10. The shares are owned by Dr. Molina, as trustee of the Carley A.F. Fox Trust No. 2 dated 5/14/2003.

11. 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.

12. 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.

13. 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.

14. 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.

15. The shares are owned by JMB GRAT 1209/4 for the benefit of Josephine M. Battiste, of which Dr. Molina is sole trustee.

16. The shares are owned by JMM GRAT 1208/5, of which Dr. Molina is beneficiary.

17. The shares are owned by JMM GRAT 911/4, of which Dr. Molina is the beneficiary.

18. The shares are owned by Dr. Molina, as trustee of the Katherine Rose Battiste Trust IV.

19. The shares are owned by Dr. Molina, as trustee of the Julius Avery Battiste Trust IV.

20. The shares are owned by JMM GRAT 716/3, of which Dr. Molina is the beneficiary.

Remarks:

	/s/ Joseph M. Molina, M.D., by Karen Calhoun, Attorney-in-Fact	05/04/2017
	** 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).
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