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Form 4 MOLINA HEALTHCARE INC For: Mar 01 Filed by: Sedmak Pamela

March 5, 2019 8:38 PM
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 *
Sedmak Pamela

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2019
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 03/01/2019 A (1) 5,780 A $ 138.4 (2) 9,954 D
Common Stock 03/01/2019 F (3) 419 D $ 138.4 (2) 9,535 (4) 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
Explanation of Responses:
1. Grant of restricted stock under the Issuer's 2011 Equity Incentive Plan, as amended.
2. Represents the closing price of the Issuer's common stock on March 1, 2019.
3. The shares were applied to the payment of withholding taxes arising in connection with the vesting of 1,392 shares on March 1, 2019.
4. The 5,780 newly granted shares vest in one-third increments on each of March 1, 2020, March 1, 2021, and March 1, 2022; and 1,391 shares shall vest on each of March 1, 2020, and March 1, 2021.
By Jeff D. Barlow, by power of attorney for Pamela Sedmak 03/05/2019
** 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.
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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 a Form ID, Uniform Application 
for Access Codes to File on Edgar; 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 ID, 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/ Pamela Sedmak
Signature

Pamela Sedmak    
Printed Name

Exhibit 24




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