Filing Details

Accession Number:
0001209191-14-067187
Form Type:
4
Zero Holdings:
No
Publication Time:
2014-11-07 06:40:11
Reporting Period:
2014-11-05
Filing Date:
2014-11-07
Accepted Time:
2014-11-07 06:40:11
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
1246837 C John Molina 300 University Ave., Suite 100
Sacramento CA 95825
Cfo Yes Yes Yes Yes
1246941 Trust Siblings Molina 741 Atlantic Avenue
Long Beach CA 90813
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Disposition 2014-11-05 15,000 $48.80 678,618 No 4 S Direct
Common Stock Disposition 2014-11-06 5,550 $48.29 673,068 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Direct
No 4 S Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 109,922 Direct
Common Stock 1,314,840 Indirect Trustee of Family Trust
Common Stock 358,396 Indirect Trustee of Family Trust
Common Stock 11,154 Direct
Reported Derivative Holdings
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
  1. Sale pursuant to the Rule 10b5-1 Trading Plan of Mr. Molina.
  2. Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $48.4100 to $49.0581. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request.
  3. All of these shares are fully vested.
  4. Excludes 1,500 shares previously gifted in a non-reportable transaction.
  5. Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $48.8100 to $48.7234. The Reporting Person undertakes to provide full information about the transactions to the Comission upon request.
  6. 23,357 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; 7,786 shares vest on March 1, 2015; and 7,786 shares vest on March 1, 2016.
  7. 21,299 of such shares vest in one-third increments on each of March 1, 2015, March 1, 2016 and March 1, 2017. 7,099 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. 7,099 of such shares vest on March 1, 2015 contingent upon the Company achieving a one-year TSR as determined by ISS calculations for fiscal year 2014 that is greater than the average TSR achieved by Centene Corporation and WellCare Group for their fiscal year ending December 31, 2014. 17,748 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%. 17,748 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.
  8. Excludes 300,000 shares previously transferred in non-reportable transactions.
  9. The shares are owned by the Molina Siblings Trust, of which Mr. Molina is the trustee and certain immediate family members of Mr. Molina are the beneficiaries.
  10. Includes 60,000 shares previously distributed from Molina Siblings Trust in a non-reportable transaction.
  11. The shares are owned by the John C. Molina Separate Property Trust, of which Mr. Molina is the trustee and beneficiary.
  12. The shares are owned by Mr. Molina and his spouse as community property.
  13. The options are fully vested.