Edgar Filing: MOLINA J MARIO MD

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MOLINA J MARIO MD

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)	__X__ Other (specify below)
President & CEO / Settlor-Molina Siblings Trust

(Last)

(First)

(Middle)

300 UNIVERSITY AVE., SUITE 100

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2011

(Street)

SACRAMENTO, CA 95825

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	03/14/2011		G	V	15,000	D	$ 0 ⁽¹⁾	30,646 ⁽²⁾ ⁽³⁾	I	Trustee of trust ⁽⁴⁾
Common Stock	06/02/2011		G	V	4,650	D	$ 0 ⁽¹⁾	25,996 ⁽²⁾ ⁽³⁾	I	Trustee of trust ⁽⁴⁾
Common Stock	12/06/2011		G	V	597	A	$ 0 ⁽⁵⁾	26,593 ⁽²⁾ ⁽³⁾	I	Trustee of trust ⁽⁴⁾
Common Stock								697,381 ⁽²⁾ ⁽⁶⁾	D
Common Stock								70,050 ⁽²⁾	I	Manager of limited liability company ⁽⁷⁾
Common Stock								150,000 ⁽²⁾	I	Trustee of trust ⁽⁸⁾
Common Stock								34,446 ⁽²⁾ ⁽⁹⁾	I	Trust ⁽¹⁰⁾
Common Stock								53,942 ⁽²⁾ ⁽¹¹⁾	I	Trust ⁽¹²⁾
Common Stock								240,000 ⁽²⁾	I	General partner of family partnership ⁽¹³⁾
Common Stock								250,000 ⁽²⁾	I	Trust ⁽¹⁴⁾
Common Stock								1,362 ⁽²⁾	I	Trust ⁽¹⁵⁾
Common Stock								1,362 ⁽²⁾	I	Trust ⁽¹⁶⁾
Common Stock								1,361 ⁽²⁾	I	Trust ⁽¹⁷⁾
Common Stock								1,361 ⁽²⁾	I	Trust ⁽¹⁸⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 20.88 ⁽¹⁹⁾

03/01/2008⁽²⁰⁾

03/01/2017

Common Stock

54,000 ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MOLINA J MARIO MD 300 UNIVERSITY AVE., SUITE 100 SACRAMENTO, CA 95825	X		President & CEO	Settlor-Molina Siblings Trust

Signatures

/s/ Joseph M. Molina, M.D., by Karen Calhoun, Attorney-in-Fact		12/27/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Price not applicable to gift.
(2)	Amount of securities beneficially owned adjusted to reflect the 3:2 stock split effective May 20, 2011.
(3)	Includes 10,039 shares previously transfered from JMM GRAT 1208/5 in a non-reportable transaction. Excludes 250,000 shares previoulsy transferred to JMM GRAT 911/4 in a non-reportable transaction. This holding was previously inadvertently understated by 62,049 shares.
(4)	The shares are owned by the J. Marion Molina Separate Property Trust, of which Dr. Molina is sole trustee.
(5)	Gift without consideration from the Mary R. Molina Living Trust.
(6)	23,400 of the shares were granted under the Issuer's 2002 Equity Incentive Plan on 3/1/2008. 5,850 of such shares vested on each of 3/1/2009, 3/1/2010 and 3/1/2011, and the balance vest 3/1/2012. 23,400 of the shares were granted under the Issuer's 2002 Equity Incentive Plan on 3/1/2009. 5,850 of such shares vested on each of 3/1/2010 and 3/1/2011, and the balance vest in one-half increments on 3/1/2012 and 3/1/2013. 23,400 of the shares were granted under the Issuer's 2002 Equity Incentive Plan on 3/1/2010. 5,850 of such shares vested on 3/1/2011, and the balance vest in one-third increments on 3/1/2012, 3/1/2013 and 3/1/2014.
(7)	The shares are owned by the Molina Family, LLC, of which Dr. Molina is the sole manager.
(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 5,446 shares previously transferred to trusts for children in a non-reportable transaction.
(10)	The shares are owned by JMM GRAT 1208/2, of which Dr. Molina is beneficiary.
(11)	Excludes 10,039 shares previoulsy transferred to the J. Marion Molina Separate Property Trust in a non-reportable transaction.
(12)	The shares are owned by JMM GRAT 1208/5, of which Dr. Molina is beneficiary.
(13)	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.
(14)	The shares are owned by JMM GRAT 911/4, of which Dr. Molina is the beneficiary.
(15)	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.
(16)	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.
(17)	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.
(18)	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.
(19)	Reflects adjusted price as a result of the 3:2 stock split effective May 20, 2011.
(20)	The options vested in one-fourth increments on each of 3/1/2008, 3/1/2009, 3/1/2010 and 3/1/2011.

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