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Filing Details

Accession Number:: 0001209191-15-074327
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-10-06 16:12:32
Reporting Period:: 2015-10-05

Filing Date:: 2015-10-06
Accepted Time:: 2015-10-06 16:12:32
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
1246792	Md Mario J Molina	300 University Ave., Suite 100 Sacramento CA 95825	President & Ceo	Yes	Yes	No	Yes

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	Disposition	2015-10-05	20,000	$68.62	124,026	No	4	S	Indirect	Trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	Trust

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	571,507	Indirect	Trust
Common Stock	337,307	Direct
Common Stock	200,000	Indirect	Trust
Common Stock	18,920	Indirect	Trust
Common Stock	18,920	Indirect	Trust
Common Stock	18,920	Indirect	Trust
Common Stock	19,280	Indirect	Trust
Common Stock	1,362	Indirect	Trust
Common Stock	1,362	Indirect	Trust
Common Stock	1,361	Indirect	Trust
Common Stock	1,361	Indirect	Trust
Common Stock	22,750	Indirect	Manager of limited liability company
Common Stock	65,282	Indirect	Trust
Common Stock	25,082	Indirect	Trust
Common Stock	159,996	Indirect	Trust
Common Stock	83,087	Indirect	Trust
Common Stock	83,087	Indirect	Trust

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Stock Option (Right to Buy)	$20.88		2017-03-01	54,000	54,000	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2017-03-01	54,000	54,000	Direct

Footnotes

Sale pursuant to the Rule 10b5-1 Trading Plan of Dr. Molina.
Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $67.06 to $69.91. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request.
The shares are held by the M/T Molina Family Trust, of which Dr. Molina and his spouse are trustees and beneficiaries.
Excludes 200,000 shares previously transferred to MM GRAT 915/3 in a non-reportable transaction.
The shares are owned by the J. Marion Molina Separate Property Trust, of which Dr. Molina is sole trustee.
46,715 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; and 15,572 shares vest on March 1, 2016.
38,216 of such shares vest in one-half increments on each of March 1, 2016 and March 1, 2017. 19,108 of such shares vest upon the Company achieving three-year Total Stockholder Return (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. 47,771 of such shares 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%. 47,771 of such shares vest upon the Company achieving a cumulative earnings per share of at least $8.50 for the three year period ending December 31, 2016.
122,154 shares vest as follows: (i) 12,215 shares vest based on the Company's fiscal year 2016 annual premium revenue achievement; (ii) 12,215 shares vest based on the Company's fiscal year 2016 net profit margin achievement; (iii) 12,215 shares vest based on the Company's pre-tax income in fiscal year 2016; (iv) 12,215 shares vest based on the Company's 2017 annual premium revenue achievement; (v) 12,215 shares vest based on the Company's 2017 net profit margin achievement; (vi) 12,215 shares vest based on pre-tax income in fiscal year 2017; (vii) 12,215 shares vest upon the Company's achieving a three-year 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) 36,649 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.
The shares are owned by Dr. Molina's spouse, Therese A. Molina, as trustee of the MM GRAT 915/3.
The shares are owned by Dr. Molina, as trustee of the David M.F. Molina Trust No. 2 dated 5/14/2003.
The shares are owned by Dr. Molina, as trustee of the Mary Clare F. Molina Trust No. 2 dated 5/14/2003.
The shares are owned by Dr. Molina, as trustee of the Colleen A.F. Fox Trust No. 2 dated 5/14/2003.
The shares are owned by Dr. Molina, as trustee of the Carley A.F. Fox Trust No. 2 dated 5/14/2003.
The shares are owned by Dr. Molina's spouse, Therese A. Molina, Trustee of the Remainder Trust for David M.F. Molina dated 12/3/2008.
The shares are owned by Dr. Molina's spouse, Therese A. Molina, Trustee of the Remainder Trust for Mary Clare F. Molina dated 12/3/2008.
The shares are owned by Dr. Molina's spouse, Therese A. Molina, Trustee of the Remainder Trust for Colleen A.F. Fox dated 12/3/2008.
The shares are owned by Dr. Molina's spouse, Therese A. Molina, Trustee of the Remainder Trust for Carley F. Fox dated 12/3/2008.
The shares are owned by the Molina Family, LLC, of which Dr. Molina is the sole manager.
The shares are owned by JMB GRAT 1209/4 for the benefit of Josephine M. Battiste, of which Dr. Molina is sole trustee.
The shares are owned by JMM GRAT 1208/5, of which Dr. Molina is beneficiary.
The shares are owned by JMM GRAT 911/4, of which Dr. Molina is the beneficiary.
The shares are owned by Dr. Molina, as trustee of the Katherine Rose Battiste Trust IV.
The shares are owned by Dr. Molina, as trustee of the Julius Avery Battiste Trust IV.
The options are fully vested.