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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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 (MM/DD/YYYY)

5/5/2015
(Street)

SACRAMENTO, CA 95825
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/5/2015     S (1)    15000   D $58.5393   (2) 651623   (3) D    
Common Stock   5/6/2015     S (1)    2077   D $58.6981   (4) 649546   (3) D    
Common Stock                  128278   (5) (6) (7) D    
Common Stock                  306905   (8) I   Trustee of Family Trust   (9)
Common Stock                  559983   (10) I   Trustee of Family Trust   (11)
Common Stock                  11154   D   (12)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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                      (13) 3/1/2017   Common Stock   54000     54000   D    

Explanation of Responses:
( 1)  Sale pursuant to the Rule 10b5-1 Trading Plan of Mr. Molina.
( 2)  Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $58.01 to $59.43. The Reporting Person undertakes to provide full information about the transactions to the Comission upon request.
( 3)  All of these shares are fully vested.
( 4)  Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $58.30 to $59.22. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request.
( 5)  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.
( 6)  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.
( 7)  The 40,341 newly granted shares vest as follows: (i) 4,034 shares vest based on the Company's fiscal year 2016 annual premium revenue achievement; (ii) 4,034 shares vest based on the Company's fiscal year 2016 net profit margin achievement; (iii) 4,034 shares vest based on the Company's pre-tax income in fiscal year 2016; (iv) 4,034 shares vest based on the Company's 2017 annual premium revenue achievement; (v) 4,034 shares vest based on the Company's 2017 net profit margin achievement; (vi) 4,034 shares vest based on pre-tax income in fiscal year 2017; (vii) 4,034 shares vest upon the Company's achieving a three-year TSR for the three-year period ending December 31, 2017 as determined by ISS calculations that is greater than the median TSR achieved by the Company's 2015 ISS peer group; and (viii) 12,103 shares shall vest in one-third increments over three years, on each of April 1, 2016, April 1, 2017, and April 1, 2018. See 2015 Definitive Proxy Statement.
( 8)  Excludes 1,007,935 shares previously transferred in non-reportable transactions.
( 9)  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.
( 10)  Includes 201,587 shares previously distributed by the Molina Siblings Trust to its beneficiaries in a non-reportable transaction.
( 11)  The shares are owned by the John C. Molina Separate Property Trust, of which Mr. Molina is the trustee and beneficiary.
( 12)  The shares are owned by Mr. Molina and his spouse as community property.
( 13)  The options are fully vested.

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 5/7/2015
** Signature of Reporting Person Date

John C. Molina, Trustee of the Molina Siblings Trust, by Karen Calhoun, Attorney-In-Fact 5/7/2015
** 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 control number.
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