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                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CFO
(Last)          (First)          (Middle)

300 UNIVERSITY AVE., SUITE 100 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/1/2017
(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)

_ 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. 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   3/1/2017     A (1)    20041   A $49.40   (2) 164942   D    
Common Stock   3/1/2017     F (3)    3705   D $49.40   (2) 157843   (4) D    
Common Stock   3/1/2017     F (5)    2105   D $49.40   (2) 153809   (6) D    
Common Stock   3/1/2017     D (7)    50164   D $49.40   (2) 108968   (8) (9) (10) D    
Common Stock                  600714   (11) (12) D    
Common Stock                  642415   I   Trustee of Family Trust   (13)
Common Stock                  11154   D   (14)  

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

Explanation of Responses:
( 1)  Grant of restricted stock subject to vesting under the Issuer's 2011 Equity Incentive Plan.
( 2)  Represents the closing price of the Issuer's common stock on March 1, 2017.
( 3)  The shares were applied to the payment of withholding taxes arising in connection with the vesting of 7,099 shares on March 1, 2017.
( 4)  Excludes 3,394 shares net of tax withholding now shown as fully vested.
( 5)  The shares were applied to the payment of withholding taxes arising in connection with the vesting of 4,034 shares on March 1, 2017, upon the Company's fiscal year 2016 annual premium revenue achievement.
( 6)  Excludes 1,929 shares net of tax withholding now shown as fully vested.
( 7)  Represents the forfeiture of performance-based restricted stock grants granted to the Reporting Person on each of March 1, 2014, April 1, 2015, and March 7, 2016 that were eligible to vest upon certain financial performance objectives. Upon grant, the target vesting amounts were reported in Table 1 of Form 4. The Company determined that, based on the Company's performance over the applicable performance period, the shares are forfeited.
( 8)  4,034 shares vest based on the Company's 2017 annual premium revenue achievement; 4,034 shares vest based on the Company's 2017 net profit margin achievement; 4,034 shares vest based on pre-tax income in fiscal year 2017; 8,068 shares shall vest in one-half increments over two years, on each of April 1, 2017, and April 1, 2018. See 2015 Definitive Proxy Statement.
( 9)  6,600 shares shall vest based on the Company's 2017 after tax profit margin; 6,600 shares shall vest based on the Company's 2018 after tax profit margin; 6,600 shares shall vest based upon the Company's 2016 STARS ratings; 6,600 shares shall vest based upon the Company's 2017 STARS ratings; 13,200 shares shall vest upon the Company's achievement of certain business development targets; 19,800 shares shall vest in one-third increments, on each of March 7, 2017, March 7, 2018, and March 7, 2019.
( 10)  20,041 shares shall vest in one-third increments over three years, on each of March 1, 2018, March 1, 2019, and March 1, 2020.
( 11)  All of these shares are fully vested.
( 12)  Includes 5,323 shares vested on March 1, 2017 net of shares withheld for payment of taxes.
( 13)  The shares are owned by the John C. Molina Separate Property Trust, of which Mr. Molina is the trustee and beneficiary.
( 14)  The shares are owned by Mr. Molina and his spouse as community property.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MOLINA JOHN C
300 UNIVERSITY AVE., SUITE 100
SACRAMENTO, CA 95825 		X
CFO

Signatures
John C. Molina, by Karen I. Calhoun, Attorney-in-Fact 3/3/2017
** 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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