SEC Filing | Molina Healthcare Inc.

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SEC FORM 4 SEC Form 4

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^*

BAYER TERRY

(Last)

(First)

(Middle)

2277 FAIR OAKS BOULEVARD

SUITE 440

(Street)

SACRAMENTO

95825

(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)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2009

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)
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	03/01/2009		A⁽¹⁾		13,600	A	$0	46,495⁽²⁾	D
Common Stock	03/01/2009		F		1,820	D	$18.73⁽³⁾	44,675⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$44.29							⁽⁴⁾	07/01/2015	Common Stock	21,000		21,000	D
Stock Options (Right to Buy)	$28.66							⁽⁴⁾	02/02/2016	Common Stock	21,000		21,000	D
Stock Options (Right to Buy)	$31.32							03/01/2008⁽⁵⁾	03/01/2017	Common Stock	11,000		11,000	D

Explanation of Responses:

1. Annual grant of restricted shares under the Molina Healthcare, Inc. 2002 Equity Incentive Plan. The shares vest in one-quarter increments on each of 3/1/2010, 3/1/2011, 3/1/2012, and 3/1/2013.

2. In addition to the shares vesting as noted above, increments of 1,387 shares vest on each of 3/1/10 and 3/1/11; and increments of 3,400 shares vest on each of 3/1/2010, 3/1/2011, and 3/1/2012. The remainder of the shares are vested.

3. Represents the closing sale price of our common stock on Friday, 2/27/2009. In connection with the vesting of 4,788 shares of restricted stock on 3/1/2009, the reporting person surrendered 1,820 shares in payment of the taxes associated with the vested shares.

4. The options are vested and exercisable.

5. 5,500 of the options are vested. The remainder vest in increments of 2,750 options on each of 3/1/10 and 3/1/11.

	Jeff D. Barlow, by power of attorney for Terry Bayer.	03/03/2009
	** 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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     LIMITED POWER OF ATTORNEY FOR SECTION 16(a) FILINGS


Know all by these presents, that the undersigned hereby constitutes
and appoints Mark L. Andrews and Jeff D. Barlow, 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 ID, 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

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 Forms ID, 3, 4, or 5 or amendment 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 ID, 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 8th day of October, 2004.



/s/ Terry Bayer
Signature

Terry Bayer
Printed Name


Exhibit 24.1