Filing Details
- Accession Number:
- 0001104659-17-066973
- Form Type:
- 13D Filing
- Publication Date:
- 2017-11-08 15:50:30
- Filed By:
- Mary R Molina Living Trust
- Company:
- Molina Healthcare Inc. (NYSE:MOH)
- Filing Date:
- 2017-11-08
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Mary R. Molina Living Trust | 3,376,792 | 5,474,796 | 3,376,792 | 5,474,796 | 3,376,792 | 5.9% |
Exempt Mary R. Molina Living Trust | 28,258 | 5,475,096 | 28,258 | 5,475,096 | 28,258 | 0.0% |
Molina Marital Trust | 0 | 0 | 0 | 0% | ||
Mary R. Molina Grantor Retained Annuity Trust 609 | 206,719 | 206,719 | 206,719 | 0.4% | ||
Mary R. Molina Grantor Retained Annuity Trust 609 | 239,381 | 239,381 | 239,381 | 0.4% | ||
Mary R. Molina Grantor Retained Annuity Trust 1 | 154,291 | 154,291 | 154,291 | 0.3% | ||
Mary R. Molina Grantor Retained Annuity Trust 1 | 192,705 | 192,705 | 192,705 | 0.3% | ||
Mary R. Molina Grantor Retained Annuity Trust 610 | 172,990 | 172,990 | 172,990 | 0.3% | ||
Mary R. Molina Grantor Retained Annuity Trust 610 | 208,795 | 208,795 | 208,795 | 0.4% | ||
Mary R. Molina Grantor Retained Annuity Trust 1 | 295,750 | 295,750 | 295,750 | 0.5% | ||
Mary R. Molina Grantor Retained Annuity Trust 811 | 344,906 | 344,906 | 344,906 | 0.6% | ||
Mary R. Molina Grantor Retained Annuity Trust 81 | 254,209 | 254,209 | 254,209 | 0.4% | ||
Estate of Mary R. Molina | 47,273 | 47,273 | 47,273 | 0.1% | ||
Dentino Family Trust | 1,496 | 1,496 | 1,496 | 0.0% | ||
Curtis and Rosi Pedersen | 300 | 300 | 300 | 0.0% | ||
William Dentino | 48,769 | 48,769 | 5,523,565 | 9.7% | ||
Curtis Pedersen | 5,475,096 | 9.6% |
| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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| SCHEDULE 13D |
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| (Rule 13d-101) |
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1)*
Molina Healthcare, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
60855R100
(CUSIP Number)
William Dentino |
| Curtis Pedersen |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 7, 2017
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240. 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 60855R100 | |||||
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| 1 | Name of Reporting Person | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| (a) | x | ||
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| (b) | o | ||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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Number of | 7 | Sole Voting Power | |||
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8 | Shared Voting Power | ||||
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9 | Sole Dispositive Power | ||||
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10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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| 13 | Percent of Class Represented by Amount in Row (11) | |||
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| 14 | Type of Reporting Person | |||
(1) The percentages specified herein and in the rest of this Schedule 13D/A are calculated based upon 57,118,000 shares of Common Stock issued and outstanding as of July 28, 2017, as reported in the Issuers quarterly report on Form 10-Q filed on August 2, 2017.
2
CUSIP No. 60855R100 | |||||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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Number of | 7 | Sole Voting Power | |||
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8 | Shared Voting Power | ||||
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9 | Sole Dispositive Power | ||||
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10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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| 13 | Percent of Class Represented by Amount in Row (11) | |||
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| 14 | Type of Reporting Person | |||
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CUSIP No. 60855R100 | |||||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| (a) | x | ||
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| (b) | o | ||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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Number of | 7 | Sole Voting Power | |||
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8 | Shared Voting Power | ||||
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9 | Sole Dispositive Power | ||||
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10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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| 13 | Percent of Class Represented by Amount in Row (11) | |||
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| 14 | Type of Reporting Person | |||
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CUSIP No. 60855R100 | |||||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| (a) | x | ||
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| (b) | o | ||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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Number of | 7 | Sole Voting Power | |||
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8 | Shared Voting Power | ||||
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9 | Sole Dispositive Power | ||||
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10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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| 13 | Percent of Class Represented by Amount in Row (11) | |||
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| 14 | Type of Reporting Person | |||
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CUSIP No. 60855R100 | |||||
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| 1 | Name of Reporting Person | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| (a) | x | ||
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| (b) | o | ||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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Number of | 7 | Sole Voting Power | |||
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8 | Shared Voting Power | ||||
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9 | Sole Dispositive Power | ||||
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10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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| 13 | Percent of Class Represented by Amount in Row (11) | |||
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| 14 | Type of Reporting Person | |||
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CUSIP No. 60855R100 | |||||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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Number of | 7 | Sole Voting Power | |||
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8 | Shared Voting Power | ||||
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9 | Sole Dispositive Power | ||||
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10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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| 13 | Percent of Class Represented by Amount in Row (11) | |||
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| 14 | Type of Reporting Person | |||
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CUSIP No. 60855R100 | |||||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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Number of | 7 | Sole Voting Power | |||
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8 | Shared Voting Power | ||||
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9 | Sole Dispositive Power | ||||
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10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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| 13 | Percent of Class Represented by Amount in Row (11) | |||
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| 14 | Type of Reporting Person | |||
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CUSIP No. 60855R100 | |||||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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Number of | 7 | Sole Voting Power | |||
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8 | Shared Voting Power | ||||
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9 | Sole Dispositive Power | ||||
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10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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| 13 | Percent of Class Represented by Amount in Row (11) | |||
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| 14 | Type of Reporting Person | |||
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CUSIP No. 60855R100 | |||||
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| 1 | Name of Reporting Person | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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Number of | 7 | Sole Voting Power | |||
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8 | Shared Voting Power | ||||
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9 | Sole Dispositive Power | ||||
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10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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| 13 | Percent of Class Represented by Amount in Row (11) | |||
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| 14 | Type of Reporting Person | |||
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CUSIP No. 60855R100 | |||||
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| 1 | Name of Reporting Person | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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Number of | 7 | Sole Voting Power | |||
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8 | Shared Voting Power | ||||
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9 | Sole Dispositive Power | ||||
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10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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| 13 | Percent of Class Represented by Amount in Row (11) | |||
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| 14 | Type of Reporting Person | |||
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CUSIP No. 60855R100 | |||||
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| 1 | Name of Reporting Person | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| (a) | x | ||
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| (b) | o | ||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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Number of | 7 | Sole Voting Power | |||
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8 | Shared Voting Power | ||||
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9 | Sole Dispositive Power | ||||
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10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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| 13 | Percent of Class Represented by Amount in Row (11) | |||
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| 14 | Type of Reporting Person | |||
12
CUSIP No. 60855R100 | |||||
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| 1 | Name of Reporting Person | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| (a) | x | ||
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| (b) | o | ||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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Number of | 7 | Sole Voting Power | |||
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8 | Shared Voting Power | ||||
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9 | Sole Dispositive Power | ||||
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10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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| 13 | Percent of Class Represented by Amount in Row (11) | |||
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| 14 | Type of Reporting Person | |||
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CUSIP No. 60855R100 | |||||
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| 1 | Name of Reporting Person | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| (a) | x | ||
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| (b) | o | ||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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Number of | 7 | Sole Voting Power | |||
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8 | Shared Voting Power | ||||
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9 | Sole Dispositive Power | ||||
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10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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| 13 | Percent of Class Represented by Amount in Row (11) | |||
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| 14 | Type of Reporting Person | |||
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CUSIP No. 60855R100 | |||||
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| 1 | Name of Reporting Person | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| (a) | x | ||
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| (b) | o | ||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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Number of | 7 | Sole Voting Power | |||
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8 | Shared Voting Power | ||||
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9 | Sole Dispositive Power | ||||
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10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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| 13 | Percent of Class Represented by Amount in Row (11) | |||
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| 14 | Type of Reporting Person | |||
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CUSIP No. 60855R100 | |||||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| (a) | x | ||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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Number of | 7 | Sole Voting Power | |||
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8 | Shared Voting Power | ||||
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9 | Sole Dispositive Power | ||||
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10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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| 13 | Percent of Class Represented by Amount in Row (11) | |||
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| 14 | Type of Reporting Person | |||
16
CUSIP No. 60855R100 | |||||
| |||||
| 1 | Name of Reporting Person | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| (a) | x | ||
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| (b) | o | ||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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Number of | 7 | Sole Voting Power | |||
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8 | Shared Voting Power | ||||
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9 | Sole Dispositive Power | ||||
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10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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| 13 | Percent of Class Represented by Amount in Row (11) | |||
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| 14 | Type of Reporting Person | |||
(1) | Represents shares of Common Stock beneficially owned by the following Reporting Persons: (i) 1,496 shares of Common Stock beneficially owned by the Dentino Family Trust, of which Mr. Dentino is the sole trustee with respect to all shares of Common Stock held in such trust; and (ii) 47,273 shares of Common Stock beneficially owned by the estate of Mary R. Molina, of which Mr. Dentino is the sole executor. As an executor, Mr. Dentino may be deemed to beneficially own the shares of Common Stock held in the estate. Mr. Dentino has no pecuniary interest in any of the shares of Common Stock held in the estate. |
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(2) | Represents shares of Common Stock beneficially owned by the following Reporting Persons: (i) 3,376,792 shares of Common Stock beneficially owned by the Mary R. Molina Living Trust; (ii) 28,258 shares of Common Stock beneficially owned by the Exempt Mary R. Molina Living Trust; (iii) 206,719 shares of Common Stock beneficially owned by the Mary R. Molina Grantor Retained Annuity Trust 609/4; (iv) 239,381 shares of Common Stock beneficially owned by the Mary R. Molina Grantor Retained Annuity Trust 609/7; (v) 154,291 shares of Common Stock beneficially owned by the Mary R. Molina Grantor Retained Annuity Trust 1209/3; (vi) 192,705 shares of Common Stock beneficially owned by the Mary R. Molina Grantor Retained Annuity Trust 1209/4; (vii) 172,990 shares of Common Stock beneficially owned by the Mary R. Molina Grantor Retained Annuity Trust 610/4; (viii) 208,795 shares of Common Stock beneficially owned by the Mary R. Molina Grantor Retained Annuity Trust 610.5; (ix) 295,750 shares of Common Stock beneficially owned by the Mary R. Molina Grantor Retained Annuity Trust 1210/4; (x) 344,906 shares of Common Stock beneficially owned by the Mary R. Molina Grantor Retained Annuity Trust 811/3; and (xi) 254,209 shares of Common Stock beneficially owned by the Mary R. Molina Grantor Retained Annuity Trust 812/3 (collectively, the MRM Trusts). Mr. Dentino and Mr. Pedersen are co-trustees of each of the MRM Trusts. Pursuant to the terms of the MRM Trusts, as a co-trustee, Mr. Dentino shares the power to vote and dispose (or direct the disposition) of the shares of Common Stock held in the MRM Trusts. Mr. Dentino has no pecuniary interest in any shares of Common Stock held in the MRM Trusts. |
17
CUSIP No. 60855R100 | |||||
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| 1 | Name of Reporting Person | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| (a) | x | ||
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| (b) | o | ||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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Number of | 7 | Sole Voting Power | |||
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8 | Shared Voting Power | ||||
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9 | Sole Dispositive Power | ||||
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10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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| 13 | Percent of Class Represented by Amount in Row (11) | |||
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| 14 | Type of Reporting Person | |||
(1) | Represents shares of Common Stock beneficially owned by the following Reporting Persons: (i) 300 shares of Common Stock beneficially owned by the Curtis and Rosi Pedersen 2012 Trust; and (ii) 5,474,796 shares of Common Stock in the aggregate beneficially owned by the MRM Trusts, as described above. Mr. Pedersen and his spouse are co-trustees of the Curtis and Rosi Pedersen 2012 Trust. As a co-trustee, Mr. Pedersen shares the power to vote and dispose (or direct the disposition) of the shares of Common Stock held in such trust. Mr. Pedersen and Mr. Dentino are co-trustees of each of the MRM Trusts, as described above. Pursuant to the terms of the MRM Trusts, as a co-trustee, Mr. Pedersen shares the power to vote and dispose (or direct the disposition) of the shares of Common Stock held in the MRM Trusts. Mr. Pedersen has no pecuniary interest in any shares of Common Stock held in the MRM Trusts. |
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CUSIP No. 60855R100 |
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Explanatory Note:
The following constitutes Amendment No. 1 (this Amendment No. 1) to the Schedule 13D originally filed with the Securities and Exchange Commission (the Commission) on October 24, 2017 (the Schedule 13D).
Unless otherwise indicated herein, the information set forth in the Schedule 13D remains unchanged. Each capitalized term used in this Amendment No. 1 and not defined herein shall have the meanings ascribed to such term in the Schedule 13D.
Item 2. Identity and Background.
Item 2 is hereby amended and supplemented as follows:
(a) The original Schedule 13D included the Molina Marital Trust as a Reporting Person. On November 7, 2017, all of the Shares previously held in the Molina Marital Trust were distributed to revocable living trusts established by the beneficiaries of the Molina Martial Trust. As a result, the Molina Marital Trust no longer beneficially owns any Shares or other securities of the Issuer. Accordingly, the Molina Marital Trust is no longer included as a Reporting Person in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented as follows:
On November 7, 2017, all of the Shares previously held in the Molina Marital Trust were distributed to revocable living trusts established by the beneficiaries of the Molina Martial Trust, as described in Item 2 above. As a result, the Molina Marital Trust no longer beneficially owns any Shares or other securities of the Issuer.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
(a)-(b)
| 1. | Mary R. Molina Living Trust a. Amount beneficially owned: 3,376,792 b. Percent of class: 5.9% c. Number of Shares as to which the Reporting Person has: i. Sole power to vote or to direct the vote: 3,376,792 ii. Shared power to vote or to direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 3,376,792 iv. Shared power to dispose or to direct the disposition of: 0 |
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| 2. | Exempt Mary R. Molina Living Trust a. Amount beneficially owned: 28,258 b. Percent of class: 0.0% c. Number of Shares as to which the Reporting Person has: i. Sole power to vote or to direct the vote: 28,258 ii. Shared power to vote or to direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 28,258 iv. Shared power to dispose or to direct the disposition of: 0 |
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| 3. | Molina Marital Trust a. Amount beneficially owned: 0 b. Percent of class: 0.0% c. Number of Shares as to which the Reporting Person has: i. Sole power to vote or to direct the vote: 0 ii. Shared power to vote or to direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 0 iv. Shared power to dispose or to direct the disposition of: 0 |
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| 4. | Mary R. Molina Grantor Retained Annuity Trust 609/4 a. Amount beneficially owned: 206,719 b. Percent of class: 0.4% c. Number of Shares as to which the Reporting Person has: i. Sole power to vote or to direct the vote: 206,719 ii. Shared power to vote or to direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 206,719 iv. Shared power to dispose or to direct the disposition of: 0 |
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| 5. | Mary R. Molina Grantor Retained Annuity Trust 609/7 a. Amount beneficially owned: 239,381 b. Percent of class: 0.4% c. Number of Shares as to which the Reporting Person has: i. Sole power to vote or to direct the vote: 239,381 ii. Shared power to vote or to direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 239,381 iv. Shared power to dispose or to direct the disposition of: 0 |
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| 6. | Mary R. Molina Grantor Retained Annuity Trust 1209/3 a. Amount beneficially owned: 154,291 b. Percent of class: 0.3% c. Number of Shares as to which the Reporting Person has: i. Sole power to vote or to direct the vote: 154,291 ii. Shared power to vote or to direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 154,291 iv. Shared power to dispose or to direct the disposition of: 0
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| 7. | Mary R. Molina Grantor Retained Annuity Trust 1209/4 a. Amount beneficially owned: 192,705 b. Percent of class: 0.3% c. Number of Shares as to which the Reporting Person has: i. Sole power to vote or to direct the vote: 192,705 ii. Shared power to vote or to direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 192,705 iv. Shared power to dispose or to direct the disposition of: 0 |
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| 8. | Mary R. Molina Grantor Retained Annuity Trust 610/4 a. Amount beneficially owned: 172,990 b. Percent of class: 0.3% c. Number of Shares as to which the Reporting Person has: i. Sole power to vote or to direct the vote: 172,990 ii. Shared power to vote or to direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 172,990 iv. Shared power to dispose or to direct the disposition of: 0 |
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| 9. | Mary R. Molina Grantor Retained Annuity Trust 610/5 a. Amount beneficially owned: 208,795 b. Percent of class: 0.4% c. Number of Shares as to which the Reporting Person has: i. Sole power to vote or to direct the vote: 208,795 ii. Shared power to vote or to direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 208,795 iv. Shared power to dispose or to direct the disposition of: 0 |
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| 10. | Mary R. Molina Grantor Retained Annuity Trust 1210/4 a. Amount beneficially owned: 295,750 b. Percent of class: 0.5% c. Number of Shares as to which the Reporting Person has: i. Sole power to vote or to direct the vote: 295,750 ii. Shared power to vote or to direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 295,750 iv. Shared power to dispose or to direct the disposition of: 0 |
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| 11. | Mary R. Molina Grantor Retained Annuity Trust 811/3 a. Amount beneficially owned: 344,906 b. Percent of class: 0.6% c. Number of Shares as to which the Reporting Person has: i. Sole power to vote or to direct the vote: 344,906 ii. Shared power to vote or to direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 344,906 iv. Shared power to dispose or to direct the disposition of: 0 |
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| 12. | Mary R. Molina Grantor Retained Annuity Trust 812/3 a. Amount beneficially owned: 254,209 b. Percent of class: 0.4% c. Number of Shares as to which the Reporting Person has: i. Sole power to vote or to direct the vote: 254,209 ii. Shared power to vote or to direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 254,209 iv. Shared power to dispose or to direct the disposition of: 0 |
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| 13. | Estate of Mary R. Molina a. Amount beneficially owned: 47,273 b. Percent of class: 0.1% c. Number of Shares as to which the Reporting Person has: i. Sole power to vote or to direct the vote: 47,273 ii. Shared power to vote or to direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 47,273 iv. Shared power to dispose or to direct the disposition of: 0 |
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| 14. | Dentino Family Trust a. Amount beneficially owned: 1,496 b. Percent of class: 0.0% c. Number of Shares as to which the Reporting Person has: i. Sole power to vote or to direct the vote: 1,496 ii. Shared power to vote or to direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 1,496 iv. Shared power to dispose or to direct the disposition of: 0 |
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| 15. | Curtis and Rosi Pedersen 2012 Trust a. Amount beneficially owned: 300 b. Percent of class: 0.0% c. Number of Shares as to which the Reporting Person has: i. Sole power to vote or to direct the vote: 300 ii. Shared power to vote or to direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 300 iv. Shared power to dispose or to direct the disposition of: 0 |
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| 16. | William Dentino a. Amount beneficially owned: 5,523,565 b. Percent of class: 9.7% |
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| c. Number of Shares as to which the Reporting Person has: i. Sole power to vote or to direct the vote: 48,769(1)(2) ii. Shared power to vote or to direct the vote: 5,474,796(3) iii. Sole power to dispose or to direct the disposition of: 48,769(1)(2) iv. Shared power to dispose or to direct the disposition of: 5,474,796(3) |
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| 17. | Curtis Pedersen a. Amount beneficially owned: 5,475,096 b. Percent of class: 9.6% c. Number of Shares as to which the Reporting Person has: i. Sole power to vote or to direct the vote: 0 ii. Shared power to vote or to direct the vote: 5,475,096(3)(4) iii. Sole power to dispose or to direct the disposition of: 0 iv. Shared power to dispose or to direct the disposition of: 5,475,096(3)(4) |
(1) As the sole-executor of the MRM Estate, Mr. Dentino has the power to vote or to direct the vote, and the power to dispose or to direct the disposition of, the 47,273 Shares held by the Estate.
(2) As the sole trustee of the Dentino Family Trust with respect to all Shares held in such trust, Mr. Dentino has the power to vote or to direct the vote, and the power to dispose or to direct the disposition of, the 1,496 Shares held by the Dentino Family Trust.
(3) As the co-trustees of the MRM Trusts, Messrs. Dentino and Pedersen share the power to vote or to direct the vote, and the power to dispose or to direct the disposition of, the 5,474,796 Shares held by the MRM Trusts. Messrs. Dentino and Pedersen have no pecuniary interest in any Shares held in the MRM Trusts.
(4) As the co-trustees of the Pedersen Trust, Mr. Pedersen and his spouse share the power to vote or to direct the vote, and the power to dispose or to direct the disposition of, the 300 Shares held by the Pedersen Trust.
(c) During the past sixty days, the Exempt MRM Living Trust sold in the aggregate 136,500 Shares pursuant to a Rule 10b5-1 plan, as described in more detail on Schedule A attached hereto and incorporated herein by reference. In addition, on November 7, 2017, the 4,090,360 Shares previously held in the Molina Marital Trust were distributed to revocable living trusts established by the beneficiaries of the Molina Martial Trust, as described in Item 2 above. Except as set forth above, no transactions in Shares were effected by any of the Reporting Persons during the past sixty days.
(e) On November 7, 2017, all of the Shares previously held in the Molina Marital Trust were distributed to revocable living trusts established by the beneficiaries of the Molina Martial Trust, as described in Item 2 above. As a result, the Molina Marital Trust has ceased to be the beneficial owner of more than five percent of the Shares. The filing of this Amendment No. 1 constitutes an exit filing for the Molina Marital Trust.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented as follows:
The Molina Marital Trust was a party to the original Joint Filing Agreement, dated as of October 24, 2017, a copy of which was attached as Exhibit 99.2 to the original Schedule 13D and was incorporated therein by reference. As described above, on November 7, 2017, all of the Shares previously held in the Molina Marital Trust were distributed to revocable living trusts established by the beneficiaries of the Molina Martial Trust. As a result, the Molina Marital Trust no longer beneficially owns any Shares or other securities of the Issuer and is no longer included as a Reporting Person in the Schedule 13D. Accordingly, on November 7, 2017, the parties to the Joint Filing Agreement entered into that certain Amendment No. 1 to the Joint Filing Agreement, which provides that the Molina Marital Trust will cease to be a party to the Joint Filing Agreement, effective as of November 7, 2017. A copy of Amendment No. 1 to the Joint Filing Agreement is attached as Exhibit 99.24 hereto and is incorporated therein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby supplemented as follows:
99.24 Amendment No. 1 to the Joint Filing Agreement, dated as of November 7, 2017
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CUSIP No. 60855R100 |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: November 8, 2017
| Mary R. Molina Living Trust | |||
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| By: | /s/ William Dentino | ||
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| Name: | William Dentino | |
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| Title: | Trustee | |
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| By: | /s/ William Dentino | ||
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| Name: | Curtis Pedersen | |
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| Title: | Trustee | |
| Exempt Mary R. Molina Living Trust | |||
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| By: | /s/ William Dentino | ||
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| Name: | William Dentino | |
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| Title: | Trustee | |
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| By: | /s/ William Dentino | ||
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| Name: | Curtis Pedersen | |
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| Title: | Trustee | |
| Molina Marital Trust | |||
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| By: | /s/ William Dentino | ||
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| Name: | William Dentino | |
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| Title: | Trustee | |
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| By: | /s/ Curtis Pedersen | ||
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| Name: | Curtis Pedersen | |
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| Title: | Trustee | |
| Mary R. Molina Grantor Retained Annuity Trust 609/4 | |||
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| By: | /s/ William Dentino | ||
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| Name: | William Dentino | |
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| Title: | Trustee | |
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| By: | /s/ Curtis Pedersen | ||
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| Name: | Curtis Pedersen | |
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| Title: | Trustee | |
| Mary R. Molina Grantor Retained Annuity Trust 609/7 | ||
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| By: | /s/ William Dentino | |
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| Name: | William Dentino |
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| Title: | Trustee |
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| By: | /s/ Curtis Pedersen | |
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| Name: | Curtis Pedersen |
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| Title: | Trustee |
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| Mary R. Molina Grantor Retained Annuity Trust 1209/3 | ||
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| By: | /s/ William Dentino | |
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| Name: | William Dentino |
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| Title: | Trustee |
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| By: | /s/ Curtis Pedersen | |
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| Name: | Curtis Pedersen |
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| Title: | Trustee |
| Mary R. Molina Grantor Retained Annuity Trust 1209/4 | ||||
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| By: | /s/ William Dentino | |||
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| Name: | William Dentino | ||
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| Title: | Trustee | ||
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| By: | /s/ Curtis Pedersen | |||
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| Name: | Curtis Pedersen | ||
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| Title: | Trustee | ||
| Mary R. Molina Grantor Retained Annuity Trust 610/4 | |||
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| By: | /s/ William Dentino | ||
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| Name: | William Dentino | |
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| Title: | Trustee | |
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| By: | /s/ Curtis Pedersen | ||
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| Name: | Curtis Pedersen | |
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| Title: | Trustee | |
| Mary R. Molina Grantor Retained Annuity Trust 610/5 | |||
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| By: | /s/ William Dentino | ||
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| Name: | William Dentino | |
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| Title: | Trustee | |
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| By: | /s/ Curtis Pedersen | ||
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| Name: | Curtis Pedersen | |
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| Title: | Trustee | |
| Mary R. Molina Grantor Retained Annuity Trust 1210/4 | |||
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| By: | /s/ William Dentino | ||
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| Name: | William Dentino | |
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| Title: | Trustee | |
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| By: | /s/ Curtis Pedersen | ||
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| Name: | Curtis Pedersen | |
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| Title: | Trustee | |
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| Mary R. Molina Grantor Retained Annuity Trust 811/3 | |||
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| By: | /s/ William Dentino | ||
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| Name: | William Dentino | |
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| Title: | Trustee | |
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| By: | /s/ Curtis Pedersen | ||
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| Name: | Curtis Pedersen | |
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| Title: | Trustee | |
| Mary R. Molina Grantor Retained Annuity Trust 812/3 | |||
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| By: | /s/ William Dentino | ||
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| Name: | William Dentino | |
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| Title: | Trustee | |
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| By: | /s/ Curtis Pedersen | ||
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| Name: | Curtis Pedersen | |
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| Title: | Trustee | |
| Estate of Mary R. Molina | ||
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| By: | /s/ William Dentino | |
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| Name: | William Dentino |
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| Title: | Executor |
| Dentino Family Trust | ||
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| By: | /s/ William Dentino | |
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| Name: | William Dentino |
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| Title: | Trustee |
| Curtis and Rosi Pedersen 2012 Trust | |||
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| By: | /s/ Curtis Pedersen | ||
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| Name: | Curtis Pedersen | |
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| Title: | Trustee | |
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| By: | /s/ Rosi Pedersen | ||
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| Name: | Rosi Pedersen | |
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| Title: | Trustee | |
| William Dentino |
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| /s/ William Dentino |
| William Dentino |
| Curtis Pedersen |
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| /s/ Curtis Pedersen |
| Curtis Pedersen |
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CUSIP No. 60855R100 |
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SCHEDULE A
Transactions in Shares of Common Stock of the Issuer During the Past Sixty Days
Exempt Mary R. Molina Living Trust (1)
Nature of Transaction |
| Securities |
| Average Price per |
| Date of |
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Sale of Common Stock |
| (22,000 | ) | $ | 65.02 |
| 09/07/2017 |
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Sale of Common Stock |
| (2,000 | ) | $ | 65.08 |
| 09/08/2017 |
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Mary R. Molina Living Trust (1)
Nature of Transaction |
| Securities |
| Average Price per |
| Date of |
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Sale of Common Stock |
| (112,500 | ) | $ | 63.96 |
| 10/11/2017 |
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(1) All sales were made pursuant to a Rule 10b5-1 plan.
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