Edgar Filing: MOLINA HEALTHCARE INC

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BERNADETT MARY MARTHA MD

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)	__X__ Other (specify below)
Exec. V.P., Development / Settlor-Molina Siblings Trust

(Last)

(First)

(Middle)

MOLINA HEALTHCARE, INC., 2277 FAIR OAKS BOULEVARD, SUITE 440

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2007

(Street)

SACRAMENTO, CA 95825-0001

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/14/2007		S		100	D	$ 36.05	475,080 ⁽¹⁾	D
Common Stock	09/14/2007		S		100	D	$ 36.06	474,980 ⁽¹⁾	D
Common Stock	09/14/2007		S		100	D	$ 36.24	474,880 ⁽¹⁾	D
Common Stock	09/14/2007		S		500	D	$ 36.2	474,380 ⁽¹⁾	D
Common Stock	09/14/2007		S		1,000	D	$ 36.26	473,380 ⁽¹⁾	D
Common Stock	09/14/2007		S		100	D	$ 36.19	473,280 ⁽¹⁾	D
Common Stock	09/14/2007		S		1,100	D	$ 36.12	472,180 ⁽¹⁾	D
Common Stock	09/14/2007		S		500	D	$ 36.13	471,680 ⁽¹⁾	D
Common Stock	09/14/2007		S		700	D	$ 36.14	470,980 ⁽¹⁾	D
Common Stock	09/14/2007		S		200	D	$ 36.22	470,780 ⁽¹⁾	D
Common Stock	09/14/2007		S		500	D	$ 36.25	470,280 ⁽¹⁾	D
Common Stock	09/14/2007		S		500	D	$ 36.31	469,780 ⁽¹⁾	D
Common Stock	09/14/2007		S		700	D	$ 36.23	469,080 ⁽¹⁾	D
Common Stock	09/14/2007		S		600	D	$ 36.16	468,480 ⁽¹⁾	D
Common Stock	09/14/2007		S		1,400	D	$ 36.17	467,080 ⁽¹⁾	D
Common Stock	09/14/2007		S		2,800	D	$ 36.18	464,280 ⁽¹⁾	D
Common Stock	09/14/2007		S		600	D	$ 36.15	163,680 ⁽¹⁾	D
Common Stock	09/14/2007		S		1,100	D	$ 36.21	462,580 ⁽¹⁾	D
Common Stock	09/14/2007		S		100	D	$ 36.29	462,480 ⁽¹⁾	D
Common Stock	09/14/2007		S		700	D	$ 36.28	461,780 ⁽¹⁾	D
Common Stock	09/14/2007		S		100	D	$ 36.32	461,680 ⁽¹⁾	D
Common Stock	09/14/2007		S		1,400	D	$ 36.315	460,280 ⁽¹⁾	D
Common Stock	09/14/2007		S		100	D	$ 36.27	460,180 ⁽¹⁾	D
Common Stock								40,000	I	Trust ⁽²⁾
Common Stock								60,000	I	Trust ⁽³⁾
Common Stock								23,965	I	Trustee of Family Trust ⁽⁴⁾
Common Stock								87,601	I	Trustee of Family Trust ⁽⁵⁾
Common Stock								14,681	I	Trustee of Family Trust ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 31.32

03/01/2007

3,000

03/01/2008⁽⁷⁾

03/01/2017

Common Stock

3,000

$ 0

3,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BERNADETT MARY MARTHA MD MOLINA HEALTHCARE, INC. 2277 FAIR OAKS BOULEVARD, SUITE 440 SACRAMENTO, CA 95825-0001			Exec. V.P., Development	Settlor-Molina Siblings Trust

Signatures

Mary Martha Bernadett, M.D., by Karen Calhoun, Attorney-in-Fact		09/17/2007
^**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)	3,500 of the shares were granted under the Company's 2002 Equity Incentive Plan and will "vest" or not be subject to restriction in one-fourth increments on each of 3/1/2008, 3/1/2009, 3/1/2010 and 3/1/2011.
(2)	The shares are owned by the MMB GRAT 607/5, of which Dr. Bernadett is a beneficiary and her spouse is trustee.
(3)	The shares are owned by the MMB GRAT 607/2, of which Dr. Bernadett is a beneficiary and her spouse is trustee.
(4)	The shares are owned by ten Exempt Grandchildren Trusts II, of which Dr. Bernadett is the trustee and certain immediate family members of Dr. Bernadett and her siblings are the beneficiaries.
(5)	The shares are owned by eleven Exempt Grandchildren Trusts, of which Dr. Bernadett is the trustee and certain immediate family members of Dr. Bernadett and her siblings are the beneficiaries.
(6)	The shares are owned by the Bernadett Family Trust dated 2/22/2004, of which Dr. Bernadett is co-trustee and co-beneficiary.
(7)	The options vest in one-fourth increments on each of 3/1/2008, 3/1/2009, 3/1/2010 and 3/1/2011.

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