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
Ownership Summary

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%
Filing

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 


 

 

 

 

SCHEDULE 13D

 

 

(Rule 13d-101)

 

 

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
3500 Douglas Blvd., Suite 160
Roseville, CA 95661
(916) 781-3532

 

Curtis Pedersen
6218 East 6
th Street
Long Beach, CA 90803
(213) 248-1527

(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

 

 

1

Name of Reporting Person
Mary R. Molina Living Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
3,376,792

 

8

Shared Voting Power
- 0 -

 

9

Sole Dispositive Power
3,376,792

 

10

Shared Dispositive Power
- 0 -

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
3,376,792

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
5.9% (1)

 

 

14

Type of Reporting Person
OO

 


(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

 

 

1

Name of Reporting Person
Exempt Mary R. Molina Living Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
28,258

 

8

Shared Voting Power
- 0 -

 

9

Sole Dispositive Power
28,258

 

10

Shared Dispositive Power
- 0 -

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
28,258

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
OO

 

3


 

CUSIP No.   60855R100

 

 

1

Name of Reporting Person
Molina Marital Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
- 0 -

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
- 0 -

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person
OO

 

4


 

CUSIP No.   60855R100

 

 

1

Name of Reporting Person
Mary R. Molina Grantor Retained Annuity Trust 609/4

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
206,719

 

8

Shared Voting Power
- 0 -

 

9

Sole Dispositive Power
206,719

 

10

Shared Dispositive Power
- 0 -

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
206,719

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.4%

 

 

14

Type of Reporting Person
OO

 

5


 

CUSIP No.   60855R100

 

 

1

Name of Reporting Person
Mary R. Molina Grantor Retained Annuity Trust 609/7

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
239,381

 

8

Shared Voting Power
- 0 -

 

9

Sole Dispositive Power
239,381

 

10

Shared Dispositive Power
- 0 -

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
239,381

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.4%

 

 

14

Type of Reporting Person
OO

 

6


 

CUSIP No.   60855R100

 

 

1

Name of Reporting Person
Mary R. Molina Grantor Retained Annuity Trust 1209/3

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
154,291

 

8

Shared Voting Power
- 0 -

 

9

Sole Dispositive Power
154,291

 

10

Shared Dispositive Power
- 0 -

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
154,291

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.3%

 

 

14

Type of Reporting Person
OO

 

7


 

CUSIP No.   60855R100

 

 

1

Name of Reporting Person
Mary R. Molina Grantor Retained Annuity Trust 1209/4

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
192,705

 

8

Shared Voting Power
- 0 -

 

9

Sole Dispositive Power
192,705

 

10

Shared Dispositive Power
- 0 -

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
192,705

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.3%

 

 

14

Type of Reporting Person
OO

 

8


 

CUSIP No.   60855R100

 

 

1

Name of Reporting Person
Mary R. Molina Grantor Retained Annuity Trust 610/4

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
172,990

 

8

Shared Voting Power
- 0 -

 

9

Sole Dispositive Power
172,990

 

10

Shared Dispositive Power
- 0 -

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
172,990

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.3%

 

 

14

Type of Reporting Person
OO

 

9


 

CUSIP No.   60855R100

 

 

1

Name of Reporting Person
Mary R. Molina Grantor Retained Annuity Trust 610/5

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
208,795

 

8

Shared Voting Power
- 0 -

 

9

Sole Dispositive Power
208,795

 

10

Shared Dispositive Power
- 0 -

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
208,795

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.4%

 

 

14

Type of Reporting Person
OO

 

10


 

CUSIP No.   60855R100

 

 

1

Name of Reporting Person
Mary R. Molina Grantor Retained Annuity Trust 1210/4

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
295,750

 

8

Shared Voting Power
- 0 -

 

9

Sole Dispositive Power
295,750

 

10

Shared Dispositive Power
- 0 -

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
295,750

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.5%

 

 

14

Type of Reporting Person
OO

 

11


 

CUSIP No.   60855R100

 

 

1

Name of Reporting Person
Mary R. Molina Grantor Retained Annuity Trust 811/3

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
344,906

 

8

Shared Voting Power
- 0 -

 

9

Sole Dispositive Power
344,906

 

10

Shared Dispositive Power
- 0 -

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
344,906

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.6%

 

 

14

Type of Reporting Person
OO

 

12


 

CUSIP No.   60855R100

 

 

1

Name of Reporting Person
Mary R. Molina Grantor Retained Annuity Trust 812/3

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
254,209

 

8

Shared Voting Power
- 0 -

 

9

Sole Dispositive Power
254,209

 

10

Shared Dispositive Power
- 0 -

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
254,209

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.4%

 

 

14

Type of Reporting Person
OO

 

13


 

CUSIP No.   60855R100

 

 

1

Name of Reporting Person
Estate of Mary R. Molina

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
47,273

 

8

Shared Voting Power
- 0 -

 

9

Sole Dispositive Power
47,273

 

10

Shared Dispositive Power
- 0 -

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
47,273

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.1%

 

 

14

Type of Reporting Person
OO

 

14


 

CUSIP No.   60855R100

 

 

1

Name of Reporting Person
Dentino Family Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
1,496

 

8

Shared Voting Power
- 0 -

 

9

Sole Dispositive Power
1,496

 

10

Shared Dispositive Power
- 0 -

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,496

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
OO

 

15


 

CUSIP No.   60855R100

 

 

1

Name of Reporting Person
Curtis and Rosi Pedersen 2012 Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
300

 

8

Shared Voting Power
- 0 -

 

9

Sole Dispositive Power
300

 

10

Shared Dispositive Power
- 0 -

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
300

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
OO

 

16


 

CUSIP No.   60855R100

 

 

1

Name of Reporting Person
William Dentino

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
48,769 (1)

 

8

Shared Voting Power
5,474,796 (2)

 

9

Sole Dispositive Power
48,769 (1)

 

10

Shared Dispositive Power
5,474,796  (2)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
5,523,565

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
9.7%

 

 

14

Type of Reporting Person
IN

 


(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.

 

 

(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

 

 

1

Name of Reporting Person
Curtis Pedersen

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
- 0 -

 

8

Shared Voting Power
5,475,096 (1)

 

9

Sole Dispositive Power
- 0 -

 

10

Shared Dispositive Power
5,475,096 (1)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
5,475,096

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
9.6%

 

 

14

Type of Reporting Person
IN

 


(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.

 

18


 

CUSIP No. 60855R100

 

 

 

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

 

 

 

 

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

 

 

 

 

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

 

19


 

 

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

 

 

 

 

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

 

 

 

 

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

 

 

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

 

 

 

 

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

 

 

 

 

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

 

20


 

 

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

 

 

 

 

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

 

 

 

 

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

 

 

 

 

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

 

 

 

 

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

 

 

 

 

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

 

 

 

 

16.

William Dentino

a. Amount beneficially owned: 5,523,565

b. Percent of class: 9.7%

 

21


 

 

 

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)

 

 

 

 

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

 

22


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

 

 

 

 

By:

/s/ William Dentino

 

 

Name:

William Dentino

 

 

Title:

Trustee

 

 

 

 

By:

/s/ William Dentino

 

 

Name:

Curtis Pedersen

 

 

Title:

Trustee

 

 

Exempt Mary R. Molina Living Trust

 

 

 

By:

/s/ William Dentino

 

 

Name:

William Dentino

 

 

Title:

Trustee

 

 

 

By:

/s/ William Dentino

 

 

Name:

Curtis Pedersen

 

 

Title:

Trustee

 

 

Molina Marital Trust

 

 

 

 

By:

/s/ William Dentino

 

 

Name:

William Dentino

 

 

Title:

Trustee

 

 

 

 

 

By:

/s/ Curtis Pedersen

 

 

Name:

Curtis Pedersen

 

 

Title:

Trustee

 

 

Mary R. Molina Grantor Retained Annuity Trust 609/4

 

 

 

By:

/s/ William Dentino

 

 

Name:

William Dentino

 

 

Title:

Trustee

 

 

 

 

 

By:

/s/ Curtis Pedersen

 

 

Name:

Curtis Pedersen

 

 

Title:

Trustee

 

 

Mary R. Molina Grantor Retained Annuity Trust 609/7

 

 

 

By:

/s/ William Dentino

 

 

Name:

William Dentino

 

 

Title:

Trustee

 

 

 

 

By:

/s/ Curtis Pedersen

 

 

Name:

Curtis Pedersen

 

 

Title:

Trustee

 

23


 

 

Mary R. Molina Grantor Retained Annuity Trust 1209/3

 

 

 

By:

/s/ William Dentino

 

 

Name:

William Dentino

 

 

Title:

Trustee

 

 

 

 

By:

/s/ Curtis Pedersen

 

 

Name:

Curtis Pedersen

 

 

Title:

Trustee

 

 

Mary R. Molina Grantor Retained Annuity Trust 1209/4

 

 

 

 

 

By:

/s/ William Dentino

 

 

Name:

William Dentino

 

 

Title:

Trustee

 

 

 

 

By:

/s/ Curtis Pedersen

 

 

Name:

Curtis Pedersen

 

 

Title:

Trustee

 

 

Mary R. Molina Grantor Retained Annuity Trust 610/4

 

 

 

By:

/s/ William Dentino

 

 

Name:

William Dentino

 

 

Title:

Trustee

 

 

 

 

 

By:

/s/ Curtis Pedersen

 

 

Name:

Curtis Pedersen

 

 

Title:

Trustee

 

 

Mary R. Molina Grantor Retained Annuity Trust 610/5

 

 

 

By:

/s/ William Dentino

 

 

Name:

William Dentino

 

 

Title:

Trustee

 

 

 

By:

/s/ Curtis Pedersen

 

 

Name:

Curtis Pedersen

 

 

Title:

Trustee

 

 

Mary R. Molina Grantor Retained Annuity Trust 1210/4

 

 

 

By:

/s/ William Dentino

 

 

Name:

William Dentino

 

 

Title:

Trustee

 

 

 

 

 

By:

/s/ Curtis Pedersen

 

 

Name:

Curtis Pedersen

 

 

Title:

Trustee

 

24


 

 

Mary R. Molina Grantor Retained Annuity Trust 811/3

 

 

 

By:

/s/ William Dentino

 

 

Name:

William Dentino

 

 

Title:

Trustee

 

 

 

 

 

By:

/s/ Curtis Pedersen

 

 

Name:

Curtis Pedersen

 

 

Title:

Trustee

 

 

Mary R. Molina Grantor Retained Annuity Trust 812/3

 

 

 

 

 

By:

/s/ William Dentino

 

 

Name:

William Dentino

 

 

Title:

Trustee

 

 

 

 

 

By:

/s/ Curtis Pedersen

 

 

Name:

Curtis Pedersen

 

 

Title:

Trustee

 

 

Estate of Mary R. Molina

 

 

 

By:

/s/ William Dentino

 

 

Name:

William Dentino

 

 

Title:

Executor

 

 

Dentino Family Trust

 

 

 

By:

/s/ William Dentino

 

 

Name:

William Dentino

 

 

Title:

Trustee

 

 

Curtis and Rosi Pedersen 2012 Trust

 

 

 

 

 

By:

/s/ Curtis Pedersen

 

 

Name:

Curtis Pedersen

 

 

Title:

Trustee

 

 

 

 

 

By:

/s/ Rosi Pedersen

 

 

Name:

Rosi Pedersen

 

 

Title:

Trustee

 

 

William Dentino

 

 

 

/s/ William Dentino

 

William Dentino

 

 

Curtis Pedersen

 

 

 

/s/ Curtis Pedersen

 

Curtis Pedersen

 

25


 

CUSIP No. 60855R100

 

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
Purchased/(Sold)

 

Average Price per
Share

 

Date of
Purchase / Sale

 

Sale of Common Stock

 

(22,000

)

$

65.02

 

09/07/2017

 

Sale of Common Stock

 

(2,000

)

$

65.08

 

09/08/2017

 

 

Mary R. Molina Living Trust (1)

 

Nature of Transaction

 

Securities
Purchased/(Sold)

 

Average Price per
Share

 

Date of
Purchase / Sale

 

Sale of Common Stock

 

(112,500

)

$

63.96

 

10/11/2017

 

 


(1)   All sales were made pursuant to a Rule 10b5-1 plan.

 

26