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 JOHN C
   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 __X__ 10% Owner
__X__ Officer (give title below) __X__ Other (specify below)
CFO / Trustee/Settlor Siblings Trust
(Last)
(First)
(Middle)
300 UNIVERSITY AVE., SUITE 100		 3. Date of Earliest Transaction (Month/Day/Year)
03/01/2015
(Street)

SACRAMENTO, CA 95825		 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)
Code V Amount (A) or (D) Price
Common Stock 03/01/2015   F(1)   2,850 D $ 63.69 (2) 102,136 (3) (4) D  
Common Stock 03/01/2015   F(5)   2,871 D $ 63.69 (2) 95,036 (3) (4) D  
Common Stock 03/01/2015   F(6)   3,639 D $ 63.69 (2) 87,937 (3) (4) D  
Common Stock               666,623 (7) D  
Common Stock               1,314,840 I Trustee of Family Trust (8)
Common Stock               358,396 I Trustee of Family Trust (9)
Common Stock               11,154 D (10)  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 20.88               (11) 03/01/2017 Common Stock 54,000   54,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MOLINA JOHN C
300 UNIVERSITY AVE., SUITE 100
SACRAMENTO, CA 95825		   X   X   CFO Trustee/Settlor Siblings Trust
MOLINA SIBLINGS TRUST
741 ATLANTIC AVENUE
LONG BEACH, CA 90813		     X    

Signatures

 John C. Molina, by Karen I. Calhoun, Attorney-in-Fact   03/03/2015
**Signature of Reporting Person Date
 John C. Molina, Trustee of the Molina Siblings Trust, by Karen Calhoun, Attorney-In-Fact   03/03/2015
**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) The shares were applied to the payment of withholding taxes arising in connection with the vesting of 7,786 shares on March 1, 2015.
(2) Represents the closing price of the Issuer's common stock on March 1, 2015.
(3) 23,357 shares shall vest upon the Company achieving total revenue in any of the 2013, 2014, or 2015 fiscal years equal to or greater than $12 billion; and 7,786 shares vest on March 1, 2016.
(4) 14,199 of such shares vest in one-half increments on each of March 1, 2016 and March 1, 2017. 7,099 of such shares vest upon the Company achieving three-year Total Stockholder Return (TSR) as determined by ISS calculations that is greater than the median TSR achieved by the Company's ISS peer group for the three-year period ending December 31, 2016. 17,748 of such shares vest upon the Company achieving a three-year EBITDA margin percentage for the three-year period ending December 31, 2016 equal to or greater than 4.0%. 17,748 of such shares vest upon the Company achieving a cumulative earnings per share of at least $8.50 for the three year period ending December 31, 2016.
(5) The shares were applied to the payment of withholding taxes arising in connection with the vesting of 7,100 shares on March 1, 2015.
(6) The shares were applied to the payment of withholding taxes arising in connection with the vesting of 7,099 shares on March 1, 2015. The shares that vested on March 1, 2015 include the shares that were subject to vesting on March 1, 2015 contingent upon the Company achieving a one-year Total Stockholder Return as determined by ISS calculations for fiscal year 2014 that is greater than the average Total Stockholder Return achieved by Centene Corporation and WellCare Group for their fiscal year ending December 31, 2014. The Company's achievement of such Total Stockholder Return was certified by the compensation committee on February 24, 2015.
(7) All of these shares are fully vested. Includes shares that vested on March 1, 2015, less the number of shares applied to the payment of withholding taxes.
(8) The shares are owned by the Molina Siblings Trust, of which Mr. Molina is the trustee and certain immediate family members of Mr. Molina are the beneficiaries.
(9) The shares are owned by the John C. Molina Separate Property Trust, of which Mr. Molina is the trustee and beneficiary.
(10) The shares are owned by Mr. Molina and his spouse as community property.
(11) The options are fully vested.

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