| 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) 02/10/2004 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Stock Option (Right to Buy) | $25.33 | 02/10/2004 | A | 30,000 | 02/10/2005(1) | 02/10/2014 | Common Stock | 30,000 | $25.33 | 30,000 | D | ||||
| Stock Option (Right to Buy) | $4.5 | (2) | 12/01/2011 | Common Stock | 160,000 | 160,000 | D | ||||||||
| Explanation of Responses: |
| 1. The option vests one-third on each of 2/10/05, 2/10/06 and 2/10/07. |
| 2. The option became fully exercisable upon the closing of the initial public offering of the issuer. |
| George S. Goldstein, Ph.D., by Karen Calhoun, Attorney-In-Fact pursuant to the Power of Attorney attached hereto as Exhibit 24. | 02/12/2004 | |
| ** 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 24LIMITED POWER OF ATTORNEY
FOR
SECTION 16(a) FILINGSKnow 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"), 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
Unit ed 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 re sponsibilities 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 21 day of July, 2003./s/ George S. Goldstein, Ph.D.
SignatureGeorge S. Goldstein, Ph.D. ;
Printed Name