PRINCIPAL AND SELLING STOCKHOLDERS
The following table sets forth information, as of March 31, 2005, regarding the
beneficial ownership of our common stock, as adjusted to reflect the sale of
common stock in this offering, by:
each of the selling stockholders;
each of our directors and named executive officers;
all directors and named executive officers as a group; and
each person who is known to us to own beneficially more than 5% of our
common stock.
The selling stockholders consist of three Molina family trusts: the Molina
Siblings Trust, the MRM GRAT 903/2 and the MRM GRAT 904/2. The five equal
remainder beneficiaries of the MRM GRAT 903/2 and the MRM GRAT 904/2 are the
children of C. David Molina (deceased) and Mary R. Molina, specifically, J.
Mario Molina, M.D., our President and Chief Executive Officer, John C. Molina,
our Executive Vice President, Financial Affairs, Chief Financial Officer and
Treasurer, M. Martha Bernadett, M.D., our Executive Vice President, Development,
Janet M. Watt and Josephine M. Molina. These five individuals are also the
current beneficiaries under the Molina Siblings Trust.
J. Mario Molina and John C. Molina each have a beneficiary interest in one-fifth
of the 983,191 shares being offered by the Molina Siblings Trust, or
approximately 196,638 shares each, and a remainder beneficiary interest in the
1,016,809 shares being offered by the MRM GRAT 903/2 and the MRM GRAT 904/2. J.
Mario Molina, M.D. and John C. Molina are not offering for sale any of the
shares they hold directly and, immediately following this offering, J. Mario
Molina, M.D. and John C. Molina will continue to own, either directly or as
community property with their spouses, 479,295 shares and 438,831 shares,
respectively. In addition J. Mario Molina, M.D. and John C. Molina will have a
one-fifth beneficiary interest in various Molina family trusts, which,
immediately after this offering, will hold approximately 11,253,912 shares as
follows: the Mary R. Molina Living Trust (4,144,190 shares); the Molina Marital
Trust (3,291,481 shares); the Molina Sibling Trust (2,372,809 shares); the MRM
GRAT 904/2 (655,000 shares); the MRM GRAT 901/3 (436,244 shares); and the MRM
GRAT 903/2 (354,188 shares). The interests of the Molina children as
beneficiaries of the Molina family trusts do not constitute beneficial ownership
interests under the rules of the SEC, as discussed below. Therefore, the table
below may not accurately reflect actual economic interests.
In addition, as indicated in the footnotes below, Messrs. Dentino and Pedersen
serve as co-trustees of several Molina family trusts, including two of the
selling stockholders, MRM GRAT 903/2 and MRM GRAT 904/2, and John C. Molina,
serves as the sole trustee of the other selling stockholder, the Molina Siblings
Trust. As a result, the share amounts shown below for Messrs. Dentino, Pedersen
and Molina reflect beneficial ownership of all shares held by such trusts.
Beneficial ownership is determined in accordance with the rules of the SEC.
These rules generally attribute beneficial ownership of securities to persons
who possess sole or shared voting power or investment power with respect to
those securities and include shares of common stock issuable upon the exercise
of stock options or warrants that are immediately exercisable or exercisable
within 60 days. Shares of common stock subject to options currently exercisable
or exercisable within 60 days are deemed outstanding for computing the
percentage of outstanding shares for the person holding these options but are
not deemed outstanding for computing the percentage of outstanding shares for
any other person. Unless otherwise indicated, the persons or entities identified
in this table have sole voting and investment power with respect to all shares
shown as beneficially owned by them, subject to applicable community property
laws, and the address of each of the named stockholders is c/o Molina
Healthcare, Inc., One Golden Shore Drive, Long Beach, California 90802.
Percentage ownership calculations are based on 27,668,108 shares outstanding as
of March 31, 2005.
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Shares Beneficially Owned Shares Beneficially Owned
Name and Address Prior to Offering After Offering
------------------------------ ----------------------------- Number of Shares ------------------------------
Number Percent Offered(1) Number Percent
-------------- ---------- ---------------- -------------- -----------
Selling Stockholders:
Molina Siblings Trust(2) 3,356,000 12.1 % 983,191 2,372,809 8.3 %
MRM GRAT 903/2(3) 1,025,997 3.7 % 671,809 354,188 1.2 %
MRM GRAT 904/2(3) 1,000,000 3.6 % 345,000 655,000 2.9 %
Directors and Named Executive
Officers:
J. Mario Molina, M.D.(4) 639,295 2.3 % - 639,295 2.2 %
John C. Molina, J.D.(5) 4,536,705 16.4 % 983,191 (6) 3,553,514 12.4 %
George S. Goldstein, Ph.D.(7) 79,922 * - 79,922 *
Mark L. Andrews, Esq.(8) 135,550 * - 135,550 *
M. Martha Bernadett, M.D.(9) 625,380 2.3 % - 625,380 2.2 %
Ronna Romney(10) 24,000 * - 24,000 *
Charles Z. Fedak, CPA(11) 24,000 * - 24,000 *
Sally K. Richardson(12) 22,000 * - 22,000 *
Frank Murray, M.D.(13) 4,000 * - 4,000 *
John P. Szabo, Jr.(14) 2,500 * - 2,500 *
All executive officers and
directors
as a group (12 persons)(15) 6,093,352 21.8 % 983,191 (6) 5,110,161 17.7 %
Other Principal Stockholders:
William Dentino(16) 10,444,244 37.7 % 1,016,809 (17) 9,427,435 32.9 %
Curtis Pedersen(18) 9,464,668 34.2 % 1,016,809 (17) 8,447,859 29.5 %
Mary R. Molina Living
Trust(19) 4,144,190 15.0 % - 4,144,190 14.5 %
FMR Corp.(20) 3,629,499 13.1 % - 3,629,499 12.7 %
82 Devonshire Street,
Boston, Massachusetts 02109
Molina Marital Trust(21) 3,291,481 11.9 % - 3,291,481 11.5 %
Franklin Resources, Inc.(22) 1,517,300 5.5 % - 1,517,300 5.3 %
One Franklin Parkway,
San Mateo, California 94403
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* Less than one percent of the outstanding shares of common stock.
(1) If the underwriters' over-allotment option is exercised, any additional
shares will be sold by the Molina Siblings Trust. If the underwriters'
over-allotment option is exercised in full, Molina Siblings Trust would be
the beneficial owner of 1,922,809 shares, or 6.7% of the shares outstanding
after this offering.
(2) Mr. John C. Molina is the sole trustee of the Molina Siblings Trust with sole
voting and investment power. J. Mario Molina, M.D., M. Martha Bernadett,
M.D., Josephine M. Molina, Janet M. Watt and Mr. Molina are the beneficiaries
of the Molina Siblings Trust. Mr. Molina is a Director and our Executive Vice
President, Financial Affairs, Chief Financial Officer and Treasurer and the
brother of J. Mario Molina, M.D. and M. Martha Bernadett, M.D., both of whom
are executive officers of the company.
(3) Mr. William Dentino and Mr. Curtis Pedersen are co-trustees of both the MRM
GRAT 903/2 and the MRM GRAT 904/2 with shared voting and investment power.
Mary R. Molina is the annuity beneficiary of both the MRM GRAT 903/2 and the
MRM GRAT 904/2 and J. Mario Molina, M.D., John C. Molina, M. Martha
Bernadett, M.D., Janet M. Watt and Josephine M. Molina are the remainder
beneficiaries. As a result of the expiration of the MRM GRAT 903/2 on
September 17, 2005 and the expiration of the MRM GRAT 904/2 on September 28,
2006, a portion of the assets of each trust will be distributed to the
remainder beneficiaries at their respective expiration dates.
(4) Includes:
464,614 shares owned by J. Mario Molina, M.D.;
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160,000 shares owned by the Molina Family Partnership, L.P., of which Dr.
Molina is the general partner with sole voting and investment power; and
14,681 shares owned by Dr. Molina and Therese A. Molina as community
property as to which Dr. Molina has shared voting and investment power.
Dr. Molina is a Director and our President and Chief Executive Officer and the
brother of John C. Molina, J.D. and M. Martha Bernadett, M.D.
(5) Includes:
426,950 shares owned by John C. Molina;
11,881 shares owned by Mr. Molina and Michelle A. Molina as community
property as to which Mr. Molina has shared voting and investment power;
192,303 shares owned by the John C. Molina Trust (1995), of which Mr.
Molina and Mr. Dentino are co-trustees with shared investment power and
Mr. Molina is the beneficiary, and as to which Mr. Molina has sole voting
power pursuant to a proxy;
62,933 shares owned by the Molina Children's Trust for John C. Molina
(1997), of which Mr. Molina and Mr. Dentino are co-trustees with shared
voting and investment power and Mr. Molina is the beneficiary;
3,356,000 shares owned by the Molina Siblings Trust, of which Mr. Molina
is the trustee with sole voting and investment power and J. Mario Molina,
M.D., M. Martha Bernadett, M.D., Josephine M. Molina, Janet M. Watt and
Mr. Molina are the beneficiaries;
50,394 shares owned by the M/T Molina Children's Education Trust, of
which Mr. Molina is the trustee with sole voting and investment power and
J. Mario Molina's children are the beneficiaries; and
436,244 shares owned by the MRM GRAT 301/3, of which Mr. Molina is the
trustee with sole voting and investment power, and J. Mario Molina, M.D.,
John C. Molina, M. Martha Bernadett, M.D., Janet M. Watt, and Josephine
M. Molina are the remainder beneficiaries. As a result of the expiration
of the MRM GRAT 301/3 on March 28, 2004 the trust's assets will be
distributed to the remainder beneficiaries.
Mr. Molina is a Director and our Executive Vice President, Financial Affairs,
Chief Financial Officer and Treasurer and the brother of J. Mario Molina, M.D.
and M. Martha Bernadett, M.D., both of whom are executive officers of the
company.
(6) Represents shares offered by the Molina Siblings Trust, of which Mr. John C.
Molina is the sole trustee with sole voting and investment power. See
footnote 2.
(7) Includes 79,922 shares that may be purchased pursuant to options. Dr.
Goldstein is our Director and Executive Vice President, Public Policy.
(8) Includes 135,550 shares that may be purchased pursuant to options. Mr.
Andrews is our Executive Vice President, Legal Affairs, General Counsel, and
Corporate Secretary.
(9) Includes:
507,733 shares owned by M. Martha Bernadett, M.D.;
14,681 shares owned by Dr. Bernadett and Faustino Bernadett as community
property, as to which Dr. Bernadett has shared voting and investment
power;
86,505 shares owned by 11 trusts, of which Dr. Bernadett is the trustee
with sole voting and investment power and 11 of Mary R. Molina's
grandchildren and step-grandchildren are the beneficiaries; and
16,461 shares owned by nine trusts, of which Dr. Bernadett is the trustee
with sole voting and investment power and nine of Mary R. Molina's
grandchildren are the beneficiaries.
Dr. Bernadett is our Executive Vice President, Development, and the sister of J.
Mario Molina, M.D. and John C. Molina, J.D., both of whom are executive officers
of the Company.
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(10) Includes 4,000 shares owned by Ms. Romney; 2,000 shares owned by Ms.
Romney's spouse; and 18,000 shares which may be purchased pursuant to
options. Ms. Romney is our Director.
(11) Includes 6,000 shares owned by Mr. Fedak and Mari L. Fedak as community
property as to which Mr. Fedak has shared voting and investment power; and
18,000 shares which may be purchased pursuant to options. Mr. Fedak is our
Director.
(12) Includes 4,000 shares owned by Ms. Richardson; 4,000 shares owned by Ms.
Richardson and Don R. Richardson as joint tenants as to which Ms. Richardson
has shared voting and investment power; and 14,000 shares which may be
purchased pursuant to options. Ms. Richardson is our Director.
(13) Includes 4,000 shares that may be purchased pursuant to options. Dr. Murray
is our Director.
(14) Includes 2,500 shares owned by Mr. Szabo and his wife as joint tenants as to
which Mr. Szabo has shared voting and investment power. Mr. Szabo is our
Director.
(15) Includes all shares beneficially owned by J. Mario Molina, M.D., John C.
Molina, J.D., George S. Goldstein, Ph.D., Mark L. Andrews, Esq., M. Martha
Bernadett, M.D., Terry Bayer, Sheila Shapiro, Ronna Romney, Charles Z.
Fedak, CPA, Sally K. Richardson, Frank Murray, M.D., and John P. Szabo, Jr.
(16) Includes:
1,000 shares held by Mr. Dentino;
4,144,190 shares owned by the Mary R. Molina Living Trust, of which Mr.
Dentino and Curtis Pedersen are co-trustees with shared voting and
investment power, Mrs. Molina is the income beneficiary and J. Mario
Molina, M.D., John C. Molina, M. Martha Bernadett, M.D., Janet M. Watt
and Josephine M. Molina are the remainder beneficiaries;
3,291,481 shares owned by the Molina Marital Trust, of which Mr. Dentino
and Mr. Pedersen are co-trustees with shared voting and investment power,
Mary R. Molina is the income beneficiary and J. Mario Molina, M.D., John
C. Molina, M. Martha Bernadett, M.D., Janet M. Watt and Josephine M.
Molina are the remainder beneficiaries;
1,025,997 shares owned by the MRM GRAT 903/2, of which Mr. Dentino and
Mr. Pedersen are co-trustees with shared voting and investment power,
Mary R. Molina is the annuity beneficiary and J. Mario Molina, M.D., John
C. Molina, M. Martha Bernadett, M.D., Janet M. Watt and Josephine M.
Molina are the remainder beneficiaries. As a result of the expiration of
the MRM GRAT 903/2 on September 17, 2005, a portion of the trust's assets
will be distributed to the remainder beneficiaries;
1,000,000 shares owned by the MRM GRAT 904/2, of which Mr. Dentino and
Mr. Pedersen are co-trustees with shared voting and investment power,
Mary R. Molina is the annuity beneficiary and J. Mario Molina, M.D., John
C. Molina, M. Martha Bernadett, M.D., Janet M. Watt, and Josephine M.
Molina are the remainder beneficiaries. As a result of the expiration of
the MRM GRAT 904/2 on September 28, 2006, a portion of the trust's assets
will be distributed to the remainder beneficiaries;
192,303 shares owned by the John C. Molina Trust (1995), of which Mr.
Molina and Mr. Dentino are co-trustees with shared investment power and
Mr. Molina is the beneficiary, and as to which Mr. Molina has sole voting
power pursuant to a proxy;
237,303 shares owned by the Janet M. Watt Trust (1995), of which Ms.
Molina and Mr. Dentino are co-trustees with shared investment power and
Ms. Molina is the beneficiary, as to which Ms. Molina has sole voting
power pursuant to a proxy;
237,303 shares owned by the Josephine M. Molina Trust (1995), of which
Ms. Molina and Mr. Dentino are co-trustees with shared investment power
and Ms. Molina is the beneficiary, as to which Ms. Molina has sole voting
power pursuant to a proxy;
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62,933 shares owned by the Molina Children's Trust for John C. Molina
(1997), of which Mr. Molina and Mr. Dentino are co-trustees with shared
voting and investment power and Mr. Molina is the beneficiary;
125,867 shares owned by the Molina Children's Trust for Janet M. Watt
(1997), of which Mr. Dentino and Janet M. Watt are co-trustees with
shared voting and investment power and Ms. Watt is the beneficiary; and
125,867 shares owned by the Molina Children's Trust for Josephine M.
Molina (1997), of which Mr. Dentino and Josephine M. Molina are
co-trustees with shared voting and investment power and Ms. Molina is the
beneficiary.
Mr. Dentino is counsel to Mrs. Mary R. Molina and has provided legal services to
various Molina family members and entities in which they have interests. His
address is 555 Capitol Mall, Suite 1500, Sacramento, California 95814.
(17) Represents 671,809 shares offered by the MRM GRAT 903/2 and 345,000 shares
offered by the MRM GRAT 904/2, of which Mr. Dentino and Mr. Pedersen are
co-trustees with shared voting and investment power. See footnotes 16 and
18.
(18) Includes:
3,000 shares owned by Mr. Pedersen and Rosi A. Pedersen as community
property, as to which Mr. Pedersen has shared voting and investment
power;
4,144,190 shares owned by the Mary R. Molina Living Trust, of which Mr.
Pedersen and Mr. Dentino are co-trustees with shared voting and
investment power, Mrs. Molina is the income beneficiary and J. Mario
Molina, M.D., John C. Molina, M. Martha Bernadett, M.D., Janet M. Watt
and Josephine M. Molina are the remainder beneficiaries;
3,291,481 shares owned by the Molina Marital Trust, of which Mr. Pedersen
and Mr. Dentino are co-trustees with shared voting and investment power,
Mary R. Molina is the annuity beneficiary and J. Mario Molina, M.D., John
C. Molina, M. Martha Bernadett, M.D., Janet M. Watt and Josephine M.
Molina are the remainder beneficiaries;
1,025,997 shares owned by the MRM GRAT 903/2, of which Mr. Dentino and
Mr. Pedersen are co-trustees with shared voting and investment power,
Mary R. Molina is the income beneficiary and J. Mario Molina, M.D., John
C. Molina, M. Martha Bernadett, M.D., Janet M. Watt, and Josephine M.
Molina are the remainder beneficiaries. As a result of the expiration of
the MRM GRAT 903/2 on September 17, 2005, a portion of the trust's assets
will be distributed to the remainder beneficiaries; and.
1,000,000 shares owned by the MRM GRAT 904/2, of which Mr. Dentino and
Mr. Pedersen are co-trustees with shared voting and investment power,
Mary R. Molina is the annuity beneficiary and J. Mario Molina, M.D., John
C. Molina, M. Martha Bernadett, M.D., Janet M. Watt, and Josephine M.
Molina are the remainder beneficiaries. As a result of the expiration of
the MRM GRAT 904/2 on September 28, 2006, a portion of the trust's assets
will be distributed to the remainder beneficiaries;
Mr. Pedersen is the uncle of J. Mario Molina, M.D., John C. Molina, J.D. and M.
Martha Bernadett, M.D.
(19) Mr. Dentino and Curtis Pedersen are co-trustees of the Mary R. Molina Living
Trust, with shared voting and investment power. Mrs. Molina is the income
beneficiary and J. Mario Molina, M.D., John C. Molina, M. Martha Bernadett,
M.D., Janet M. Watt and Josephine M. Molina are the remainder beneficiaries.
See footnotes 16 and 18.
(20) Based on the Schedule 13G filed by such stockholder.
(21) Mr. Dentino and Curtis Pedersen are co-trustees of the Molina Marital Trust,
with shared voting and investment power. Mrs. Molina is the income
beneficiary and J. Mario Molina, M.D., John C. Molina, M. Martha Bernadett,
M.D., Janet M. Watt and Josephine M. Molina are the remainder beneficiaries.
See footnotes 16 and 18.
(22) Based on the Schedule 13G filed by such stockholder.
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