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Form 4 MOLINA HEALTHCARE, INC. For: Sep 30 Filed by: Zubretsky Joseph M

October 4, 2022 10:02 PM EDT

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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 *
Zubretsky Joseph M

(Last) (First) (Middle)
2180 HARVARD STREET
SUITE 400

(Street)
SACRAMENTO CA 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2022
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 09/30/2022   M (1)   30,000 A $ 67.33 285,157 (2) D  
Common Stock 09/30/2022   S (1)   4,980 D $ 330.6276 (3) 280,177 D  
Common Stock 09/30/2022   S (1)   5,907 D $ 331.3133 (4) 274,270 D  
Common Stock 09/30/2022   S (1)   2,786 D $ 332.7132 (5) 271,484 D  
Common Stock 09/30/2022   S (1)   3,560 D $ 333.5396 (6) 267,924 D  
Common Stock 09/30/2022   S (1)   3,869 D $ 334.4939 (7) 264,055 D  
Common Stock 09/30/2022   S (1)   5,380 D $ 335.4981 (8) 258,675 D  
Common Stock 09/30/2022   S (1)   2,800 D $ 336.5424 (9) 255,875 D  
Common Stock 09/30/2022   S (1)   718 D $ 337.7652 (10) 255,157 D  
Common Stock 10/03/2022   M (1)   30,000 A $ 67.33 285,157 D  
Common Stock 10/03/2022   S (1)   900 D $ 330.7821 (11) 284,257 D  
Common Stock 10/03/2022   S (1)   1,431 D $ 332.1697 (12) 282,826 D  
Common Stock 10/03/2022   S (1)   2,138 D $ 333.5928 (13) 280,688 D  
Common Stock 10/03/2022   S (1)   8,440 D $ 334.2825 (14) 272,248 D  
Common Stock 10/03/2022   S (1)   3,245 D $ 335.3958 (15) 269,003 D  
Common Stock 10/03/2022   S (1)   3,843 D $ 336.3672 (16) 265,160 D  
Common Stock 10/03/2022   S (1)   2,120 D $ 337.6835 (17) 263,040 D  
Common Stock 10/03/2022   S (1)   4,505 D $ 338.9003 (18) 258,535 D  
Common Stock 10/03/2022   S (1)   3,378 D $ 339.5069 (19) 255,157 D  
Common Stock 10/04/2022   M (1)   30,000 A $ 67.33 285,157 D  
Common Stock 10/04/2022   S (1)   100 D $ 338.06 (20) 285,057 D  
Common Stock 10/04/2022   S (1)   200 D $ 339.6 (21) 284,857 D  
Common Stock 10/04/2022   S (1)   932 D $ 340.963 (22) 283,925 D  
Common Stock 10/04/2022   S (1)   3,067 D $ 343.0574 (23) 280,858 D  
Common Stock 10/04/2022   S (1)   8,825 D $ 343.7173 (24) 272,033 D  
Common Stock 10/04/2022   S (1)   7,873 D $ 344.6568 (25) 264,160 D  
Common Stock 10/04/2022   S (1)   6,823 D $ 345.6705 (26) 257,337 D  
Common Stock 10/04/2022   S (1)   2,180 D $ 346.7424 (27) 255,157 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) $ 67.33 09/30/2022   M (1)     30,000   (28) 10/08/2027 Common Stock 30,000.00 $ 0 148,914 D  
Stock Option (Right to Buy) $ 67.33 10/03/2022   M (1)     30,000   (28) 10/08/2027 Common Stock 30,000.00 $ 0 118,914 D  
Stock Option (Right to Buy) $ 67.33 10/04/2022   M (1)     30,000   (28) 10/08/2027 Common Stock 30,000.00 $ 0 88,914 D  
Explanation of Responses:
1. As was previously reported in the Company's Form 8-K Current Report filed on August 17, 2022, all options were exercised and shares sold pursuant to Mr. Zubretsky's Rule 10b5-1 trading plan.
2. 30,372 shares vest on March 1, 2023; 15,412 shares vest on March 1, 2024; 6,412 shares vest on March 1, 2025. The remainder of the shares are vested.
3. Price is the volume weighted average selling price of all sales by the Reporting Person on the transaction date within a one-dollar range. Actual prices ranged from $330.00 to $330.99. The Reporting Person hereby undertakes to provide upon request of the Commission staff full information regarding the number of shares sold at each separate price.
4. Price is the volume weighted average selling price of all sales by the Reporting Person on the transaction date within a one-dollar range. Actual prices ranged from $331.00 to $331.99. The Reporting Person hereby undertakes to provide upon request of the Commission staff full information regarding the number of shares sold at each separate price.
5. Price is the volume weighted average selling price of all sales by the Reporting Person on the transaction date within a one-dollar range. Actual prices ranged from $332.03 to $333.01. The Reporting Person hereby undertakes to provide upon request of the Commission staff full information regarding the number of shares sold at each separate price.
6. Price is the volume weighted average selling price of all sales by the Reporting Person on the transaction date within a one-dollar range. Actual prices ranged from $333.12 to $334.11. The Reporting Person hereby undertakes to provide upon request of the Commission staff full information regarding the number of shares sold at each separate price.
7. Price is the volume weighted average selling price of all sales by the Reporting Person on the transaction date within a one-dollar range. Actual prices ranged from $334.12 to $335.11. The Reporting Person hereby undertakes to provide upon request of the Commission staff full information regarding the number of shares sold at each separate price.
8. Price is the volume weighted average selling price of all sales by the Reporting Person on the transaction date within a one-dollar range. Actual prices ranged from $335.12 to $336.04. The Reporting Person hereby undertakes to provide upon request of the Commission staff full information regarding the number of shares sold at each separate price.
9. Price is the volume weighted average selling price of all sales by the Reporting Person on the transaction date within a one-dollar range. Actual prices ranged from $336.15 to $337.14. The Reporting Person hereby undertakes to provide upon request of the Commission staff full information regarding the number of shares sold at each separate price.
10. Price is the volume weighted average selling price of all sales by the Reporting Person on the transaction date within a one-dollar range. Actual prices ranged from $337.16 to $338.13. The Reporting Person hereby undertakes to provide upon request of the Commission staff full information regarding the number of shares sold at each separate price.
11. Price is the volume weighted average selling price of all sales by the Reporting Person on the transaction date within a one-dollar range. Actual prices ranged from $330.45 to $331.44. The Reporting Person hereby undertakes to provide upon request of the Commission staff full information regarding the number of shares sold at each separate price.
12. Price is the volume weighted average selling price of all sales by the Reporting Person on the transaction date within a one-dollar range. Actual prices ranged from $331.57 to $332.34. The Reporting Person hereby undertakes to provide upon request of the Commission staff full information regarding the number of shares sold at each separate price.
13. Price is the volume weighted average selling price of all sales by the Reporting Person on the transaction date within a one-dollar range. Actual prices ranged from $332.85 to $333.84. The Reporting Person hereby undertakes to provide upon request of the Commission staff full information regarding the number of shares sold at each separate price.
14. Price is the volume weighted average selling price of all sales by the Reporting Person on the transaction date within a one-dollar range. Actual prices ranged from $333.86 to $334.82. The Reporting Person hereby undertakes to provide upon request of the Commission staff full information regarding the number of shares sold at each separate price.
15. Price is the volume weighted average selling price of all sales by the Reporting Person on the transaction date within a one-dollar range. Actual prices ranged from $334.86 to $335.83. The Reporting Person hereby undertakes to provide upon request of the Commission staff full information regarding the number of shares sold at each separate price.
16. Price is the volume weighted average selling price of all sales by the Reporting Person on the transaction date within a one-dollar range. Actual prices ranged from $335.93 to $336.90. The Reporting Person hereby undertakes to provide upon request of the Commission staff full information regarding the number of shares sold at each separate price.
17. Price is the volume weighted average selling price of all sales by the Reporting Person on the transaction date within a one-dollar range. Actual prices ranged from $337.25 to $338.23. The Reporting Person hereby undertakes to provide upon request of the Commission staff full information regarding the number of shares sold at each separate price.
18. Price is the volume weighted average selling price of all sales by the Reporting Person on the transaction date within a one-dollar range. Actual prices ranged from $338.28 to $339.27. The Reporting Person hereby undertakes to provide upon request of the Commission staff full information regarding the number of shares sold at each separate price.
19. Price is the volume weighted average selling price of all sales by the Reporting Person on the transaction date within a one-dollar range. Actual prices ranged from $339.28 to $339.86. The Reporting Person hereby undertakes to provide upon request of the Commission staff full information regarding the number of shares sold at each separate price.
20. Represents the actual selling price per share of all 100 shares.
21. Price is the volume weighted average selling price of all sales by the Reporting Person on the transaction date within a one-dollar range. Actual prices ranged from $339.28 to $339.92. The Reporting Person hereby undertakes to provide upon request of the Commission staff full information regarding the number of shares sold at each separate price.
22. Price is the volume weighted average selling price of all sales by the Reporting Person on the transaction date within a one-dollar range. Actual prices ranged from $340.82 to $341.27. The Reporting Person hereby undertakes to provide upon request of the Commission staff full information regarding the number of shares sold at each separate price.
23. Price is the volume weighted average selling price of all sales by the Reporting Person on the transaction date within a one-dollar range. Actual prices ranged from $342.24 to $343.23. The Reporting Person hereby undertakes to provide upon request of the Commission staff full information regarding the number of shares sold at each separate price.
24. Price is the volume weighted average selling price of all sales by the Reporting Person on the transaction date within a one-dollar range. Actual prices ranged from $343.25 to $344.23. The Reporting Person hereby undertakes to provide upon request of the Commission staff full information regarding the number of shares sold at each separate price.
25. Price is the volume weighted average selling price of all sales by the Reporting Person on the transaction date within a one-dollar range. Actual prices ranged from $344.26 to $345.24. The Reporting Person hereby undertakes to provide upon request of the Commission staff full information regarding the number of shares sold at each separate price.
26. Price is the volume weighted average selling price of all sales by the Reporting Person on the transaction date within a one-dollar range. Actual prices ranged from $345.27 to $346.25. The Reporting Person hereby undertakes to provide upon request of the Commission staff full information regarding the number of shares sold at each separate price.
27. Price is the volume weighted average selling price of all sales by the Reporting Person on the transaction date within a one-dollar range. Actual prices ranged from $346.30 to $346.93. The Reporting Person hereby undertakes to provide upon request of the Commission staff full information regarding the number of shares sold at each separate price.
28. The options are fully vested.
Jeff D. Barlow, by power of attorney for Joseph M. Zubretsky 10/04/2022
** 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.

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