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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $ 20.88 | (20) | 03/01/2017 | Common Stock | 54,000 | 54,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MOLINA J MARIO MD 300 UNIVERSITY AVE., SUITE 100 SACRAMENTO, CA 95825 |
X | President & CEO | Settlor-Molina Siblings Trust | |
| /s/ Joseph M. Molina, M.D., by Karen Calhoun, Attorney-in-Fact | 01/02/2014 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The shares were applied to the payment of withholding taxes arising in connection with the vesting of 19,464 shares on December 31, 2013. |
| (2) | Represents the closing price (and selling price) of the Issuer's common stock on December 31, 2013. |
| (3) | 186,858 shares vest in 1/4th increments as follows: (i) 1/4th shall vest in equal 1/3rd increments over three years on March 1, 2014, March 1, 2015, and March 1, 2016; (ii) 1/4th shall vest upon the Company achieving three-year Total Stockholder Return (as compared to the Company's ISS peer group), for the three-year period ending December 31, 2013 equal to or greater than the 50th percentile in that peer group; (iii) 1/4th 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; and (iv) 1/4th shall vest upon the Company achieving three-year EBITDA margin for the three-year period ending December 31, 2013 equal to or greater than 2.5%. Additionally, 5,850 shares vest on March 1, 2014. The remainder of the shares are vested. |
| (4) | The shares are owned by Dr. Molina and his spouse as community property. |
| (5) | The shares are owned by the Molina Family, LLC, of which Dr. Molina is the sole manager. |
| (6) | Includes an aggregate of 140,145 shares previously transferred in non-reportable transactions from JMM GRAT 911/4, JMM GRAT 1208/5 and Molina Siblings Trust. Excludes 10,000 shares previously gifted in a non-reportable transaction. |
| (7) | The shares are owned by the J. Marion Molina Separate Property Trust, of which Dr. Molina is sole trustee. |
| (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) | Excludes 10,064 shares previously transferred to the J. Marion Molina Separate Property Trust in a non-reportable transaction. |
| (10) | The shares are owned by JMM GRAT 1208/5, of which Dr. Molina is beneficiary. |
| (11) | The shares are owned by the Molina Family Partnership, L.P., of which Dr. Molina is the sole general partner. Dr. Molina and his spouse each hold a 0.5% ownership interest in the partnership. The remaining 99% of ownership interests in the partnership are held in equal amounts by the Joseph Marion Molina, M.D. Annuity Trust No. 1, the Joseph Marion Molina, M.D. Annuity Trust No. 2 and the Joseph Marion Molina, M.D. Annuity Trust No. 3. Dr. Molina is trustee and certain immediate family members of Dr. Molina are the beneficiaries of these trusts. |
| (12) | Excludes 30,081 shares previously transferred to the J. Marion Molina Separate Property Trust in a non-reportable transaction. |
| (13) | The shares are owned by JMM GRAT 911/4, of which Dr. Molina is the beneficiary. |
| (14) | 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. |
| (15) | 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. |
| (16) | The shares are woned by Dr. Molina's spouse, Therese A. Molina, Trustee of the Remainder Trust for Carly F. Fox dated 12/3/2008. |
| (17) | 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. |
| (18) | The shares are owned by Dr. Molina, as trustee of the Julius Avery Battiste Trust IV. |
| (19) | The shares are owned by Dr. Molina, as trustee of the Katherine Rose Battiste Trust IV. |
| (20) | The options are fully vested. |