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Filing Details

Accession Number:: 0001179929-15-000073
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-05-18 16:58:19
Reporting Period:: 2015-05-15

Filing Date:: 2015-05-18
Accepted Time:: 2015-05-18 16:58:19
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1179929	Molina Healthcare Inc	MOH	Hospital & Medical Service Plans (6324)	134204626

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1305822	Terry Bayer	300 University Avenue, Suite 100 Sacramento CA 95825	Chief Operating Officer	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2015-05-15	21,000	$19.11	153,714	No	4	M	Direct
Common Stock	Disposition	2015-05-15	21,000	$69.01	132,714	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Options (Right to Buy)	Disposition	2015-05-15	21,000	$0.00	21,000	$19.11

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2016-02-02	No	4	M	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Stock Options (Right to Buy)	$20.88		2017-03-01	16,500	16,500	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2017-03-01	16,500	16,500	Direct

Footnotes

The transaction was made pursuant to Reporting Person's Rule 10b5-1 Trading Plan that was established on March 13, 2015.
Represents the exercise price per share.
Represents the weighted average selling price with a selling price range between $68.23 and $69.74.
The shares vest as follows: (i) 2,865 shares shall vest based on the Company's fiscal year 2016 annual premium revenue achievement; (ii) 2,865 shares shall vest based on the Company's fiscal year 2016 net profit margin achievement; (iii) 2,865 shares shall vest based on the Company's pre-tax income in fiscal year 2016; (iv) 2,865 shares shall vest based on the Company's 2017 annual premium revenue achievement; (v) 2,865 shares shall vest based on the Company's 2017 net profit margin achievement; continued
(vi) 2,865 shares shall vest based on pre-tax income in fiscal year 2017; (vii) 2,865 shares shall vest upon the Company's achieving a three-year Total Stockholder Return (TSR) for the three-year period ending December 31, 2017 as determined by ISS calculations that is greater than the median TSR achieved by the Company's 2015 ISS peer group; and (viii) 8,599 shares shall vest in one-third increments over three years, on each of April 1, 2016, April 1, 2017, and April 1, 2018. See 2015 Definitive Proxy Statement.
Additional vesting as follows: (ix) 15,572 shares shall vest upon the Company achieving total revenue in any of the 2013, 2014, or 2015 fiscal years equal to or greater than $12 billion; (x) 4,644 shares shall vest upon the Company achieving three-year TSR as determined by ISS calculations that is greater than the median TSR achieved by the Company's ISS peer group for the three-year period ending December 31, 2016; continued
(xi) 11,611 shares shall vest upon the Company achieving a three-year EBITDA margin percentage for the three-year period ending December 31, 2016 equal to or greater than 4.0%; (xii) 11,611 of shares shall vest upon the Company achieving a cumulative earnings per share of at least $8.50 for the three year period ending December 31, 2016; (xii) 9,836 shares vest on March 1, 2016; and (xiv) 4,644 shares vest on March 1, 2017. The remainder of the shares are vested.
The options are fully vested.