Explanatory Note:
The following constitutes Amendment No. 1 (this “
Amendment No. 1
”) to the Schedule 13D originally filed with the Securities and Exchange Commission (the “
Commission
”) on October 24, 2017 (the “
Schedule 13D
”).
Unless otherwise indicated herein, the information set forth in the Schedule 13D remains unchanged. Each capitalized term used in this Amendment No. 1 and not defined herein shall have the meanings ascribed to such term in the Schedule 13D.
Item 2.
Identity and Background.
Item 2 is hereby amended and supplemented as follows:
(a)
The original Schedule 13D included the Molina Marital Trust as a Reporting Person. On November 7, 2017, all of the Shares previously held in the Molina Marital Trust were distributed to revocable living trusts established by the beneficiaries of the Molina Martial Trust. As a result, the Molina Marital Trust no longer beneficially owns any Shares or other securities of the Issuer. Accordingly, the Molina Marital Trust is no longer included as a Reporting Person in the Schedule 13D.
Item 4.
Purpose of Transaction.
Item 4 is hereby amended and supplemented as follows:
On November 7, 2017, all of the Shares previously held in the Molina Marital Trust were distributed to revocable living trusts established by the beneficiaries of the Molina Martial Trust, as described in Item 2 above. As a result, the Molina Marital Trust no longer beneficially owns any Shares or other securities of the Issuer.
Item 5.
Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
(a)-(b)
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1.
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Mary R. Molina Living Trust
a. Amount beneficially owned: 3,376,792
b. Percent of class: 5.9%
c. Number of Shares as to which the Reporting Person has:
i. Sole power to vote or to direct the vote: 3,376,792
ii. Shared power to vote or to direct the vote: 0
iii. Sole power to dispose or to direct the disposition of: 3,376,792
iv. Shared power to dispose or to direct the disposition of: 0
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2.
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Exempt Mary R. Molina Living Trust
a. Amount beneficially owned: 28,258
b. Percent of class: 0.0%
c. Number of Shares as to which the Reporting Person has:
i. Sole power to vote or to direct the vote: 28,258
ii. Shared power to vote or to direct the vote: 0
iii. Sole power to dispose or to direct the disposition of: 28,258
iv. Shared power to dispose or to direct the disposition of: 0
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3.
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Molina Marital Trust
a. Amount beneficially owned: 0
b. Percent of class: 0.0%
c. Number of Shares as to which the Reporting Person has:
i. Sole power to vote or to direct the vote: 0
ii. Shared power to vote or to direct the vote: 0
iii. Sole power to dispose or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 0
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c. Number of Shares as to which the Reporting Person has:
i. Sole power to vote or to direct the vote: 48,769(1)(2)
ii. Shared power to vote or to direct the vote: 5,474,796(3)
iii. Sole power to dispose or to direct the disposition of: 48,769(1)(2)
iv. Shared power to dispose or to direct the disposition of: 5,474,796(3)
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17.
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Curtis Pedersen
a. Amount beneficially owned: 5,475,096
b. Percent of class: 9.6%
c. Number of Shares as to which the Reporting Person has:
i. Sole power to vote or to direct the vote: 0
ii. Shared power to vote or to direct the vote: 5,475,096(3)(4)
iii. Sole power to dispose or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 5,475,096(3)(4)
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(1)
As the sole-executor of the MRM Estate, Mr. Dentino has the power to vote or to direct the vote, and the power to dispose or to direct the disposition of, the 47,273 Shares held by the Estate.
(2)
As the sole trustee of the Dentino Family Trust with respect to all Shares held in such trust, Mr. Dentino has the power to vote or to direct the vote, and the power to dispose or to direct the disposition of, the 1,496 Shares held by the Dentino Family Trust.
(3)
As the co-trustees of the MRM Trusts, Messrs. Dentino and Pedersen share the power to vote or to direct the vote, and the power to dispose or to direct the disposition of, the 5,474,796 Shares held by the MRM Trusts. Messrs. Dentino and Pedersen have no pecuniary interest in any Shares held in the MRM Trusts.
(4)
As the co-trustees of the Pedersen Trust, Mr. Pedersen and his spouse share the power to vote or to direct the vote, and the power to dispose or to direct the disposition of, the 300 Shares held by the Pedersen Trust.
(c) During the past sixty days, the Exempt MRM Living Trust sold in the aggregate 136,500 Shares pursuant to a Rule 10b5-1 plan, as described in more detail on
Schedule A
attached hereto and incorporated herein by reference. In addition, on November 7, 2017, the 4,090,360 Shares previously held in the Molina Marital Trust were distributed to revocable living trusts established by the beneficiaries of the Molina Martial Trust, as described in Item 2 above. Except as set forth above, no transactions in Shares were effected by any of the Reporting Persons during the past sixty days.
(e) On November 7, 2017, all of the Shares previously held in the Molina Marital Trust were distributed to revocable living trusts established by the beneficiaries of the Molina Martial Trust, as described in Item 2 above. As a result, the Molina Marital Trust has ceased to be the beneficial owner of more than five percent of the Shares. The filing of this Amendment No. 1 constitutes an exit filing for the Molina Marital Trust.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented as follows:
The Molina Marital Trust was a party to the original Joint Filing Agreement, dated as of October 24, 2017, a copy of which was attached as Exhibit 99.2 to the original Schedule 13D and was incorporated therein by reference. As described above, on November 7, 2017, all of the Shares previously held in the Molina Marital Trust were distributed to revocable living trusts established by the beneficiaries of the Molina Martial Trust. As a result, the Molina Marital Trust no longer beneficially owns any Shares or other securities of the Issuer and is no longer included as a Reporting Person in the Schedule 13D. Accordingly, on November 7, 2017, the parties to the Joint Filing Agreement entered into that certain Amendment No. 1 to the Joint Filing Agreement, which provides that the Molina Marital Trust will cease to be a party to the Joint Filing Agreement, effective as of November 7, 2017. A copy of Amendment No. 1 to the Joint Filing Agreement is attached as Exhibit 99.24 hereto and is incorporated therein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby supplemented as follows:
99.24 Amendment No. 1 to the Joint Filing Agreement, dated as of November 7, 2017
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