FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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)

_____ Director                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
Former Director
(Last)          (First)          (Middle)

15302 CENTRAL AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

12/11/2017
(Street)

CHINO, CA 91710
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   12/11/2017     S (1)    483880   D $73.7133   (2) 1039395   I   Trust   (3)
Common Stock   12/12/2017     S (1)    101612   D $74.1379   (4) 937783   I   Trust   (3)
Common Stock   12/11/2017     S (1)    53240   D $74.0923   (5) 61125   I   Trust   (6)
Common Stock                  63799   I   Trust   (7)
Common Stock                  65282   I   Trust   (8)
Common Stock                  151630   I   Trust   (9)
Common Stock                  106000   I   Foundation   (10)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Sale pursuant to the Rule 10b5-1 Trading Plan of Dr. Molina.
(2)  Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $73.50 to $73.89. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request.
(3)  The shares are owned by the J. Marion Molina Separate Property Trust, of which Dr. Molina is sole trustee.
(4)  Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $73.48 to $75.53. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request.
(5)  Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $73.50 to $74.45. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request.
(6)  The shares are held by the M/T Molina Family Trust, of which Dr. Molina and his spouse are trustees and beneficiaries.
(7)  The shares are owned by Dr. Molina's spouse, Therese A. Molina, as trustee of the MM GRAT 915/3.
(8)  The shares are owned by JMB GRAT 1209/4 for the benefit of Josephine M. Battiste, of which Dr. Molina is sole trustee.
(9)  The shares are owned by JMM GRAT 716/3, of which Dr. Molina is the beneficiary.
(10)  The shares are owned by the Molina Family Foundation, of which Dr. Molina is president.

Remarks:
Dr. Molina resigned from the Issuer's board of directors on December 13, 2017.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MOLINA J MARIO MD
15302 CENTRAL AVENUE
CHINO, CA 91710



Former Director

Signatures
/s/ Joseph M. Molina, M.D., by Karen Calhoun, Attorney-in-Fact 12/13/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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