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Form 4 MOLINA HEALTHCARE INC For: Aug 13 Filed by: COOPERMAN DANIEL

August 14, 2015 6:37 PM EDT
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).
1. Name and Address of Reporting Person *
COOPERMAN DANIEL

(Last) (First) (Middle)
300 UNIVERSITY AVENUE
SUITE 100

(Street)
SACRAMENTO CA 95825

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2015
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)
Code V Amount (A) or (D) Price
Common Stock 08/13/2015   S   782 D $ 76.6 (1) 12,700 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 33.02               (2) 03/11/2023 Common Stock 15,000.00   15,000 D  
Explanation of Responses:
1. Represents the actual selling price for all 782 shares.
2. 10,000 options are vested; the remaining 5,000 options will vest on March 11, 2016.
Jeff D. Barlow, by power of attorney for Daniel Cooperman. 08/14/2015
** 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 amendment 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 11th day of March, 2013.


/s/ Daniel Cooperman            
Signature

Daniel Cooperman     
Printed Name


Exhibit 24






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