Edgar Filing: DENTINO WILLIAM

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 ^*

DENTINO WILLIAM

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
_____ Officer (give title below)	__X__ Other (specify below)
Trustee of trust owners

(Last)

(First)

(Middle)

3300 DOUGLAS BLVD., SUITE 430

3. Date of Earliest Transaction (Month/Day/Year)
12/06/2011

(Street)

ROSEVILLE, CA 95661

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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	12/06/2011		G⁽¹⁾	V	8,955	D	$ 0 ⁽²⁾	3,596,126 ⁽³⁾ ⁽⁴⁾	D ⁽⁵⁾
Common Stock								4,090,360 ⁽⁴⁾	D ⁽⁶⁾
Common Stock								300 ⁽⁴⁾	D ⁽⁷⁾
Common Stock								85,481 ⁽⁴⁾ ⁽⁸⁾	D ⁽⁹⁾
Common Stock								1,500 ⁽⁴⁾	D ⁽¹⁰⁾
Common Stock								2,774 ⁽⁴⁾ ⁽¹¹⁾	I	Trustee ⁽¹²⁾
Common Stock								2,774 ⁽⁴⁾ ⁽¹¹⁾	I	Trustee ⁽¹³⁾
Common Stock								27,105 ⁽⁴⁾	I	Trustee ⁽¹⁴⁾
Common Stock								52,452 ⁽⁴⁾ ⁽¹⁵⁾	I	Trustee ⁽¹⁶⁾
Common Stock								155,976 ⁽⁴⁾ ⁽¹⁷⁾	I	Trustee ⁽¹⁸⁾
Common Stock								412,062 ⁽⁴⁾ ⁽¹⁹⁾	I	Trustee ⁽²⁰⁾
Common Stock								388,176 ⁽⁴⁾ ⁽²¹⁾	I	Trustee ⁽²²⁾
Common Stock								97,186 ⁽⁴⁾ ⁽²³⁾	I	Trustee ⁽²⁴⁾
Common Stock								232,909 ⁽⁴⁾ ⁽²⁵⁾	I	Trustee ⁽²⁶⁾
Common Stock								303,739 ⁽⁴⁾ ⁽²⁷⁾	I	Trustee ⁽²⁸⁾
Common Stock								398,561 ⁽⁴⁾ ⁽²⁹⁾	I	Trustee ⁽³⁰⁾
Common Stock								385,768 ⁽⁴⁾ ⁽³¹⁾	I	Trustee ⁽³²⁾
Common Stock								402,749 ⁽⁴⁾ ⁽³³⁾	I	Trustee ⁽³⁴⁾
Common Stock								600,000 ⁽⁴⁾	I	Trustee ⁽³⁵⁾
Common Stock								750,000 ⁽⁴⁾ ⁽³⁶⁾	I	Trustee ⁽³⁷⁾

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DENTINO WILLIAM 3300 DOUGLAS BLVD., SUITE 430 ROSEVILLE, CA 95661				Trustee of trust owners
PEDERSEN CURTIS 6218 EAST 6TH STREET LONG BEACH, CA 90803				Trustee of trust owners
MARY R MOLINA LIVING TRUST 3300 DOUGLAS BLVD., SUITE 430 ROSEVILLE, CA 95661		X
MOLINA MARITAL TRUST 3300 DOUGLAS BLVD., SUITE 430 ROSEVILLE, CA 95661		X

Signatures

William Dentino, by Karen Calhoun, Attorney-In-Fact		12/27/2011
^**Signature of Reporting Person		Date
Curtis Pedersen, by Karen Calhoun, Attorney-In-Fact		12/27/2011
^**Signature of Reporting Person		Date
William Dentino and Curtis Pedersen, Co-Trustees of the Mary R Molina Living Trust, by Karen Calhoun, Attorney-In-Fact		12/27/2011
^**Signature of Reporting Person		Date
William Dentino and Curtis Pedersen, Co-Trustees of the Molina Marital Trust, 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)	Gift to family members.
(2)	Price not applicable to a gift.
(3)	Includes an aggregate of 1,851,015 shares previously transferred from MRM GRAT 308/3, MRM GRAT 507/4, MRM GRAT 508/3, MRM GRAT 609/2, MRM GRAT 609/4, MRM GRAT 609/7, MRM GRAT 610/2, MRM 610/4, MRM GRAT 610/5, MRM GRAT 905/7A, MRM GRAT 905/7B, MRM GRAT 1108/3, MRM GRAT 1209/2, MRM GRAT 1209/3 and MRM GRAT 1209/4 in non-reportable transactions. Excludes an aggregate of 750,000 shares previously transferred to MRM GRAT 811/3 in a non-reportable transaction.
(4)	Amount of securities beneficially owned adjusted to reflect the 3:2 stock split effective May 20, 2011.
(5)	The shares are owned by the Mary R. Molina Living Trust, of which Mr. Dentino and Mr. Pedersen are co-trustees.
(6)	The shares are owned by the Molina Marital Trust, of which Mr. Dentino and Mr. Pedersen are co-trustees.
(7)	The shares are owned by Mr. Pedersen.
(8)	Excludes 185,167 shares previously transferred to the Mary R. Molina Living Trust in a non-reportable transaction.
(9)	The shares are owned by the MRM GRAT 508/3, of which Mr. Dentino and Mr. Pedersen are co-trustees.
(10)	The shares are owned by Mr. Dentino.
(11)	Excludes 110,179 shares previously transferred to the Mary R. Molina Living Trust in a non-reportable transaction.
(12)	The shares are owned by the MRM GRAT 905/7A, of which Mr. Dentino and Mr. Pedersen are co-trustees.
(13)	The shares are owned by the MRM GRAT 905/7B, of which Mr. Dentino and Mr. Pedersen are co-trustees.
(14)	The shares are owned by the MRM GRAT 1108/2, of which Mr. Dentino and Mr. Pedersen are co-trustees.
(15)	Excludes 108,138 shares previously transferred to the Mary R. Molina Living Trust in a non-reportable transaction.
(16)	The shares are owned by the MRM GRAT 1108/3, of which Mr. Dentino and Mr. Pedersen are co-trustees.
(17)	Excludes 202,564 shares previously transferred to the Mary R. Molina Living Trust in a non-reportable transaction.
(18)	The shares are owned by the MRM GRAT 609/2, of which Mr. Dentino and Mr. Pedersen are co-trustees.
(19)	Excludes 85,737 shares previsouly transferred to the Mary R. Molina Living TRust in a non-reportable transaction.
(20)	The shares are owned by the MRM GRAT 609/4, of which Mr. Dentino and Mr. Pedersen are co-trustees.
(21)	Excludes 28,204 shares previously transferred to the Mary R. Molina Living Trust in a non-reportable transaction.
(22)	The shares are owned by the MRM GRAT 609/7, of which Mr. Dentino and Mr. Pedersen are co-trustees.
(23)	Excludes 173,837 shares previously transferred to the Mary R. Molina Living Trust in a non-reportable transaction.
(24)	The shares are owned by the MRM GRAT 1209/2, of which Mr. Dentino and Mr. Pedersen are co-trustees.
(25)	Excludes 106,964 shares previously transferred to the Mary R. Molina Living Trust in a non-reportable transaction.
(26)	The shares are owned by the MRM GRAT 1209/3, of which Mr. Dentino and Mr. Pedersen are co-trustees.
(27)	Excludes 70,169 shares previously transferred to the Mary R. Molina Living Trust in a non-reportable transaction.
(28)	The shares are owned by the MRM GRAT 1209/4, of which Mr. Dentino and Mr. Pedersen are co-trustees.
(29)	Excludes 201,439 shares previously transferred to the Mary R. Molina Living Trust in a non-reportable transaction.
(30)	The shares are owned by MRM GRAT 610/2, of which Mr. Dentino and Mr. Pedersen are co-trustees.
(31)	Excludes 64,232 shares previously transferred to the Mary R. Molina Living Trust in a non-reportable transaction.
(32)	The shares are owned by MRM GRAT 610/4, of which Mr. Dentino and Mr. Pedersen are co-trustees.
(33)	Excludes 47,251 shares previously transferred to the Mary R. Molina Living Trust in a non-reportable transaction.
(34)	The shares are owned by MRM GRAT 610/5, of which Mr. Dentino and Mr. Pedersen are co-trustees.
(35)	The shares are owned by MRM GRAT 1210/4, of which Mr. Dentino and Mr. Pedersen are co-trustees.
(36)	Includes shares previously transferred from the Mary R. Molina Living Trust in a non-reportable transaction.
(37)	The shares are owned by MRM GRAT 811/3, of which Mr. Dentino and Mr. Pedersen are co-trustees.

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