Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Barlow Jeff D.
  2. Issuer Name and Ticker or Trading Symbol
MOLINA HEALTHCARE INC [MOH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Legal Officer
(Last)
(First)
(Middle)
300 UNIVERSITY AVENUE, SUITE 100
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2018
(Street)

SACRAMENTO, CA 95825
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 03/01/2018   F(1)   658 D $ 71.88 (2) 48,844 D  
Common Stock 03/01/2018   F(3)   1,093 D $ 71.88 (2) 47,751 D  
Common Stock 03/01/2018   D   10,034 D (4) $ 0 37,717 D  
Common Stock 03/01/2018   A(5)   22,259 A $ 71.88 (2) 59,976 (6) D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Barlow Jeff D.
300 UNIVERSITY AVENUE
SUITE 100
SACRAMENTO, CA 95825
      Chief Legal Officer  

Signatures

 Jeff D. Barlow   03/02/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The shares were applied to payment of withholding taxes in connection with vesting of 1,885 shares on March 1, 2018, which vested upon the compensation committee's certification of the Company's 2017 annual premium revenue metric achievement.
(2) Represents the closing price of the Issuer's common stock on March 1, 2018.
(3) The shares were applied to the payment of withholding taxes arising in connection with the vesting of 3,158 shares on March 1, 2018.
(4) Represents forfeiture of performance-based restricted stock granted to Reporting Person on April 1, 2015 and March 7, 2016, which were subject to vesting upon certain financial performance objectives that were not achieved.
(5) Grant of restricted stock under the Issuer's 2011 Equity Incentive Plan, as amended.
(6) The shares vest as follows: (i) the 22,259 newly granted shares vest in one-third increments on each of March 1, 2019, March 1, 2020, and March 1, 2021; (ii) 3,158 shares shall vest on each of March 1, 2019 and March 1, 2020; (iii) 3,132 shares shall vest based on the Company's 2018 after tax profit margin; (iv) 4,698 shares shall vest upon the Company's achievement of certain business development targets; (v) 6,263 shares shall vest in two increments on each of March 7, 2018 and March 7, 2019; (vi) 1,885 shares shall vest on April 1, 2018; the remainder of the shares are vested.

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