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Home > Insider Trading > Filing (0001209191-15-083853)

Filing Details

Accession Number:
0001209191-15-083853
Form Type:
4
Zero Holdings:
No
Publication Time:
2015-12-07 20:00:32
Reporting Period:
2015-12-03
Filing Date:
2015-12-07
Accepted Time:
2015-12-07 20:00:32
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
Show Other Fields >>
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Disposition 2015-12-03 24,376 $59.14 372,046 No 4 F Indirect Trust
Common Stock Acquisiton 2015-12-03 22,831 $20.88 394,877 No 4 M Indirect Trust
Common Stock Disposition 2015-12-03 22,831 $60.40 372,046 No 4 S Indirect Trust
Common Stock Acquisiton 2015-12-04 4,169 $20.88 376,215 No 4 M Indirect Trust
Common Stock Disposition 2015-12-04 4,169 $60.35 372,046 No 4 S Indirect Trust
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 F Indirect Trust
No 4 M Indirect Trust
No 4 S Indirect Trust
No 4 M Indirect Trust
No 4 S Indirect Trust
Reported Derivative Transactions
Show Other Fields >>
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Stock Option (Right to Buy) Disposition 2015-12-03 22,831 $20.88 22,831 $20.88
Common Stock Stock Option (Right to Buy) Disposition 2015-12-04 4,169 $20.88 4,169 $20.88
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
4,169 2017-03-01 No 4 M Direct
0 2017-03-01 No 4 M Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 593,759 Indirect Trust
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 65,282 Indirect Trust
Common Stock 25,082 Indirect Trust
Common Stock 137,972 Indirect Trust
Common Stock 83,087 Indirect Trust
Common Stock 83,087 Indirect Trust
Footnotes
  1. The shares were applied to the payment of withholding taxes in connection with the vesting of 46,715 shares on December 3, 2015 upon the Company achieving total revenue (as defined in the Reporting Person's Restricted Stock Award Agreement) in fiscal year 2015 in excess of $12 billion (the "Vesting Condition"). The achievement of the Vesting Condition was certified by the Compensation Committee on December 2, 2015, with vesting of the shares effective as of December 3, 2015.
  2. Represents the closing price (and selling price) of the Issuer's common stock on December 3, 2015.
  3. 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.
  4. 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.
  5. The shares are held by the M/T Molina Family Trust, of which Dr. Molina and his spouse are trustees and beneficiaries.
  6. Represents the exercise price per share.
  7. Sale pursuant to the Rule 10b5-1 Trading Plan of Dr. Molina.
  8. Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $60.00 to $61.30. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request.
  9. Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $60.00 to $60.74. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request.
  10. Includes 22,024 shares previously transferred from the JMM GRAT 911/4 in a non-reportable transaction.
  11. The shares are owned by the J. Marion Molina Separate Property Trust, of which Dr. Molina is sole trustee.
  12. The shares are owned by Dr. Molina's spouse, Therese A. Molina, as trustee of the MM GRAT 915/3.
  13. The shares are owned by Dr. Molina, as trustee of the David M.F. Molina Trust No. 2 dated 5/14/2003.
  14. The shares are owned by Dr. Molina, as trustee of the Mary Clare F. Molina Trust No. 2 dated 5/14/2003.
  15. The shares are owned by Dr. Molina, as trustee of the Colleen A.F. Fox Trust No. 2 dated 5/14/2003.
  16. The shares are owned by Dr. Molina, as trustee of the Carley A.F. Fox Trust No. 2 dated 5/14/2003.
  17. 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.
  18. 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.
  19. 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.
  20. 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.
  21. The shares are owned by JMB GRAT 1209/4 for the benefit of Josephine M. Battiste, of which Dr. Molina is sole trustee.
  22. The shares are owned by JMM GRAT 1208/5, of which Dr. Molina is beneficiary.
  23. Excludes 22,024 shares previously transferred to the J. Marion Molina Separate Property Trust in a non-reportable transaction.
  24. The shares are owned by JMM GRAT 911/4, of which Dr. Molina is the beneficiary.
  25. The shares are owned by Dr. Molina, as trustee of the Katherine Rose Battiste Trust IV.
  26. The shares are owned by Dr. Molina, as trustee of the Julius Avery Battiste Trust IV.
  27. The options are fully vested.
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