Edgar Filing: MOLINA HEALTHCARE INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MOLINA J MARIO MD

2. Issuer Name and Ticker or Trading Symbol
MOLINA HEALTHCARE INC [MOH]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President & CEO

(Last)

(First)

(Middle)

300 UNIVERSITY AVE., SUITE 100

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2017

(Street)

SACRAMENTO, CA 95825

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2017		A⁽¹⁾		58,300	A	$ 49.4 ⁽²⁾	535,771	I	Trust ⁽³⁾
Common Stock	03/01/2017		F⁽⁴⁾		9,971	D	$ 49.4 ⁽²⁾	525,800	I	Trust ⁽³⁾
Common Stock	03/01/2017		F⁽⁵⁾		6,374	D	$ 49.4 ⁽²⁾	519,426	I	Trust ⁽³⁾
Common Stock	03/01/2017		D⁽⁶⁾		133,056	D	$ 49.4 ⁽²⁾	386,370 ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾	I	Trust ⁽³⁾
Common Stock								469,184	I	Trust ⁽¹⁰⁾
Common Stock								122,956	I	Trust ⁽¹¹⁾
Common Stock								18,920	I	Trust ⁽¹²⁾
Common Stock								18,920	I	Trust ⁽¹³⁾
Common Stock								18,920	I	Trust ⁽¹⁴⁾
Common Stock								19,280	I	Trust ⁽¹⁵⁾
Common Stock								1,362	I	Trust ⁽¹⁶⁾
Common Stock								1,362	I	Trust ⁽¹⁷⁾
Common Stock								1,361	I	Trust ⁽¹⁸⁾
Common Stock								1,361	I	Trust ⁽¹⁹⁾
Common Stock								65,282	I	Trust ⁽²⁰⁾
Common Stock								25,082	I	Trust ⁽²¹⁾
Common Stock								137,972	I	Trust ⁽²²⁾
Common Stock								83,087	I	Trust ⁽²³⁾
Common Stock								83,087	I	Trust ⁽²⁴⁾
Common Stock								200,000	I	Trust ⁽²⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MOLINA J MARIO MD 300 UNIVERSITY AVE., SUITE 100 SACRAMENTO, CA 95825	X		President & CEO

Signatures

/s/ Joseph M. Molina, M.D., by Karen Calhoun, Attorney-in-Fact		03/03/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Grant of restricted stock subject to vesting under the Issuer's 2011 Equity Incentive Plan.
(2)	Represents the closing price of the Issuer's common stock on March 1, 2017.
(3)	The shares are held by the M/T Molina Family Trust, of which Dr. Molina and his spouse are trustees and beneficiaries.
(4)	The shares were applied to the payment of withholding taxes arising in connection with the vesting of 19,108 shares on March 1, 2017.
(5)	The shares were applied to the payment of withholding taxes arising in connection with the vesting of 12,215 shares on March 1, 2017, upon the Company's fiscal year 2016 annual premium revenue achievement.
(6)	Represents the forfeiture of performance-based restricted stock grants granted to the Reporting Person on each of March 1, 2014, April 1, 2015, and March 7, 2016 that were eligible to vest upon certain financial performance objectives. Upon grant, the target vesting amounts were reported in Table 1 of Form 4. The Company determined that, based on the Company's performance over the applicable performance period, the shares are forfeited.
(7)	12,215 shares vest based on the Company's 2017 annual premium revenue achievement; 12,215 shares vest based on the Company's 2017 net profit margin achievement; 12,215 shares vest based on pre-tax income in fiscal year 2017; 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 24,432 shares shall vest in one-half increments over two years, on each of April 1, 2017, and April 1, 2018. See 2015 Definitive Proxy Statement. Certain shares were forfeited due to the failure to achieve the vesting conditions.
(8)	13,084 shares shall vest based on the Company's 2017 after tax profit margin; 13,084 shares shall vest based on the Company's 2018 after tax profit margin; 13,084 shares shall vest based upon the Company's 2016 STARS ratings; 13,084 shares shall vest based upon the Company's 2017 STARS ratings; 26,168 shares shall vest upon the Company's achievement of certain business development targets; 39,250 shares shall vest in one-third increments, on each of March 7, 2017, March 7, 2018, and March 7, 2019. Certain shares were forfeited due to the failure to achieve the vesting conditions.
(9)	58,300 shares shall vest in one-third increments over three years, on each of March 1, 2018, March 1, 2019, and March 1, 2020.
(10)	The shares are owned by the J. Marion Molina Separate Property Trust, of which Dr. Molina is sole trustee.
(11)	The shares are owned by Dr. Molina's spouse, Therese A. Molina, as trustee of the MM GRAT 915/3.
(12)	The shares are owned by Dr. Molina, as trustee of the David M.F. Molina Trust No. 2 dated 5/14/2003.
(13)	The shares are owned by Dr. Molina, as trustee of the Mary Clare F. Molina Trust No. 2 dated 5/14/2003.
(14)	The shares are owned by Dr. Molina, as trustee of the Colleen A.F. Fox Trust No. 2 dated 5/14/2003.
(15)	The shares are owned by Dr. Molina, as trustee of the Carley A.F. Fox Trust No. 2 dated 5/14/2003.
(16)	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.
(17)	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.
(18)	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.
(19)	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.
(20)	The shares are owned by JMB GRAT 1209/4 for the benefit of Josephine M. Battiste, of which Dr. Molina is sole trustee.
(21)	The shares are owned by JMM GRAT 1208/5, of which Dr. Molina is beneficiary.
(22)	The shares are owned by JMM GRAT 911/4, of which Dr. Molina is the beneficiary.
(23)	The shares are owned by Dr. Molina, as trustee of the Katherine Rose Battiste Trust IV.
(24)	The shares are owned by Dr. Molina, as trustee of the Julius Avery Battiste Trust IV.
(25)	The shares are owned by JMM GRAT 716/3, of which Dr. Molina is the beneficiary.

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