0001179929-16-000342.txt : 20160804
0001179929-16-000342.hdr.sgml : 20160804
20160804182720
ACCESSION NUMBER: 0001179929-16-000342
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20160802
FILED AS OF DATE: 20160804
DATE AS OF CHANGE: 20160804
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: BAYER TERRY
CENTRAL INDEX KEY: 0001305822
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31719
FILM NUMBER: 161808698
MAIL ADDRESS:
STREET 1: 2277 FAIR OAKS BOULEVARD
STREET 2: SUITE 440
CITY: SACRAMENTO
STATE: CA
ZIP: 95825
4
1
wf-form4_147034962754580.xml
FORM 4
X0306
4
2016-08-02
0
0001179929
MOLINA HEALTHCARE INC
MOH
0001305822
BAYER TERRY
300 UNIVERSITY AVENUE, SUITE 100
SACRAMENTO
CA
95825
0
1
0
0
Chief Operating Officer
Common Stock
2016-08-02
4
M
0
8250
20.88
A
176833.50
D
Common Stock
2016-08-02
4
S
0
8250
58
D
168583.50
D
Stock Options (Right to Buy)
20.88
2016-08-02
4
M
0
8250
20.88
D
2017-03-01
Common Stock
8250.0
0
D
The exercise and same-day sale were made pursuant to the Reporting Person's 10b5-1 Trading Plan that was established on May 27, 2016.
Represents the exercise price per share.
Represents the actual selling price for all 8,250 shares.
The shares vest as follows: (i) 5,154 shares shall vest based on the Company's 2016 after tax profit margin; (ii) 5,154 shares shall vest based on the Company's 2017 after tax profit margin; (iii) 5,154 shares shall vest based on the Company's 2018 after tax profit margin; (iv) 5,154 shares shall vest based upon the Company's 2016 STARS ratings; (v) 5,154 shares shall vest based upon the Company's 2017 STARS ratings; (vi) 10,308 shares shall vest upon the Company's achievement of certain business development targets; and (vii) 15,464 shares shall vest in one-third increments, on each of March 7, 2017, March 7, 2018, and March 7, 2019; (viii) 2,865 shares shall vest based on the Company's fiscal year 2016 annual premium revenue achievement; continued
(ix) 2,865 shares shall vest based on the Company's fiscal year 2016 net profit margin achievement; (x) 2,865 shares shall vest based on the Company's pre-tax income in fiscal year 2016; (xi) 2,865 shares shall vest based on the Company's 2017 annual premium revenue achievement; (xii) 2,865 shares shall vest based on the Company's 2017 net profit margin achievement; (xiii) 2,865 shares shall vest based on pre-tax income in fiscal year 2017; (xiv) 2,865 shares shall vest upon the Company's achieving a three-year Total Stockholder Return (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; (xv) 5,732 shares shall vest one half on each of April 1, 2017, and April 1, 2018, continued
(xvi) 4,644 shares shall vest upon the Company achieving three-year 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; (xvii) 11,611 shares shall 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%; (xviii) 11,611 of shares shall vest upon the Company achieving a cumulative earnings per share of at least $8.50 for the three year period ending December 31, 2016; and (xix) 4,644 shares vest on March 1, 2017. The remainder of the shares are vested.
Due to a clerical error, the 8,250 derivative securities beneficially owned following the transaction reported on the Form 4 filed August 18, 2015, and exercised in this transaction, were omitted from subsequent Form 4 filings.
The options are fully vested.
Jeff D. Barlow, by power of attorney for Terry Bayer.
2016-08-04
EX-24
2
bayer.txt
LIMITED POWER OF ATTORNEY
LIMITED POWER OF ATTORNEY FOR SECTION 16(a) FILINGS
Know all by these presents, that the undersigned hereby constitutes
and appoints Jeff D. Barlow and Codruta Catanescu, and each acting
singly, the undersigned's true and lawful attorney-in-fact to:
1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director and/or stockholder of Molina
Healthcare, Inc. (the "Company"), Forms ID, 3, 4, and 5 and amendments
thereto in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder; and
2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Forms ID, 3, 4, or 5 or amendment thereto and timely file
such form with the United States Securities and Exchange Commission
(the "SEC") and any stock exchange or similar authority.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange
Act of 1934.
The undersigned hereby revokes the Limited Power of Attorney
granted to Jeff D. Barlow and Mark L. Andrews on October 8, 2004.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 3, 4, and 5 with
respect to the undersigned's holdings of and transaction in securities
of the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact. This Power of
Attorney may be filed with the SEC as a confirming statement of the
authority granted herein.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 16th day of February, 2011.
/s/ Terry Bayer
Signature
Terry Bayer
Printed Name
Exhibit 24.1