| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MOLINA HEALTHCARE INC [ MOH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/09/2003 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/09/2003 | S | 207,765 | D | 17.5 | 5,864,536 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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: |
| William Dentino, Co-Trustee, by Karen Calhoun, Attorney-In-Fact pursuant to Exhibit 24.1 hereto | 07/10/2003 | |
| Curtis Pedersen, Co-Trustee, by Karen Calhoun, Attorney-In-Fact pursuant to Exhibit 24.2 hereto | 07/10/2003 | |
| ** 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. | ||
Exhibit 24.1
LIMITED POWER OF ATTORNEY
FOR
SECTION 16(a) FILINGS
&nbs p;
Know all by these presents, that the undersigned hereby
constitutes and appoints Nicholas Arbuckle and Karen
Calhoun, 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")
or as trustee or co-trustee of the Mary R. Molina
Marital Trust and the Molina Marital Trust (each as a
stockholder of 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
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 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 ofAttorney 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 10th day of
July, 2003.
&
nbsp; /s/ William Dentino
___________________
Signature
William Dentino,
Co-Trustee of the Mary R. Molina
&nbs
p; Living Trust and Co-Trustee of the
Molina Marital Trust
____________________
Printed Name
Exhibit 24.2
LIMITED POWER OF ATTORNEY
FOR
SECTION 16(a) FILINGS
&nbs p;
Know all by these presents, that the undersigned hereby
constitutes and appoints Nicholas Arbuckle and Karen
Calhoun, 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")
or as trustee or co-trustee of the Mary R. Molina
Marital Trust and the Molina Marital Trust (each as a
stockholder of 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
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 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 ofAttorney 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 10th day of
July, 2003.
&
nbsp; /s/ Curtis Pedersen
________________
Signature
Curtis Pedersen,
Co-Trustee of the Mary R. Molina
&nb
sp; Living Trust and Co-Trustee of
the Molina Marital Trust
______________
Printed Name