Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Keim Mark Lowell

(Last)

(First)

(Middle)

2180 HARVARD STREET

SUITE 400

(Street)

SACRAMENTO

95815

(City)

(State)

(Zip)

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
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024

4. If Amendment, Date of 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

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	03/01/2024		A		16,063⁽¹⁾	A	$387.21⁽²⁾	52,594	D
Common Stock	03/01/2024		F		7,658⁽³⁾	D	$387.21⁽²⁾	44,936	D
Common Stock	03/01/2024		F		2,507⁽⁴⁾	D	$387.21⁽²⁾	42,429	D
Common Stock	03/01/2024		A		5,165⁽⁵⁾	A	$387.12⁽²⁾	47,594⁽⁶⁾	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares issued in settlement of performance stock units granted on March 1, 2021, which vested at the 170% achievement level based on the Company's averaged achievement of adjusted net income per share in the three fiscal years of 2021, 2022, and 2023.

2. Represents the closing price of the Issuer's common stock on March 1, 2024.

3. Shares were applied to payment of withholding taxes in connection with vesting of the above-mentioned performance stock units.

4. The shares were applied to the payment of withholding taxes arising in connection with the vesting of 5,651 shares on March 1, 2024.

5. Grant of restricted stock under the Issuer's 2019 Equity Incentive Plan.

6. The shares shall vest as follows: The 5,165 newly granted shares shall vest in one-third increments on each of March 1, 2025, March 1, 2026, and March 1, 2027. The additional shares shall vest as follows: 3,551 shares shall vest on March 1, 2025; and 1,948 shares shall vest on March 1, 2026. The remainder of the shares are vested.

Remarks:

	Jeff D. Barlow, by power of attorney for Mark Lowell Keim	03/04/2024
	** 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 Number.

LIMITED POWER OF ATTORNEY FOR SECTION 16(a) FILINGS

Know all by these presents that the undersigned hereby constitutes and

appoints Jeff D. Barlow and Codruta Boggs, and each acting singly, the

undersigned's true and lawful attorney-in-fact to:

1) execute for and on behalf of the undersigned, in the undersigned's

capacity as an officer, director and/or stockholder of Molina Healthcare,

Inc. (the "Company"), Forms 3, 4, and 5 and amendments thereto in

accordance with Section 16(a) of the Securities Exchange Act of 1934 and

the rules thereunder; and

2) do and perform any and all acts for and on behalf of the undersigned

which may be necessary or desirable to complete and execute any such Form

3, 4, or 5 or amendments thereto and timely file such form with the

United States Securities and Exchange Commission (the "SEC") and any stock

exchange or similar authority.

The undersigned hereby grants to each such attorney-in-fact full power

and authority to do and perform any and every act and thing whatsoever

requisite, necessary, or proper to be done in the exercise of any of the

rights and powers herein granted, as fully to all intents and purposes as

the undersigned might or could do if personally present, with full power

of substitution or revocation, hereby ratifying and confirming all that

such attorney-in-fact, or such attorney-in-fact's substitute or

substitutes, shall lawfully do or cause to be done by virtue of this

Power of Attorney and the rights and powers herein granted. The

undersigned acknowledges that the foregoing attorneys-in-fact, in serving

in such capacity at the request of the undersigned, are not assuming, nor

is the Company assuming, any of the undersigned's responsibilities to

comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 3, 4, and 5 with respect

to the undersigned's holdings of and transaction in securities of the

Company, unless earlier revoked by the undersigned in a signed writing

delivered to the foregoing attorneys-in-fact. This Power of Attorney may

be filed with the SEC as a confirming statement of the authority granted

herein.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney

to be executed as of this 9th day of March 2018.

/s/ Mark Lowell Keim

Signature

Mark Lowell Keim

Printed Name