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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(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)
03/07/2017
(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 03/07/2017   F(1)   1,178 D $ 48.52 (2) 62,488 D  
Common Stock 03/07/2017   F(3)   589 D $ 48.52 (2) 61,899 D  
Common Stock 03/07/2017   F(4)   1,178 D $ 48.52 (2) 60,721 (5) (6) D  

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 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   03/08/2017
**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 the payment of withholding taxes arising in connection with the vesting of 3,132 shares on March 7, 2017, upon the Company's 2016 STARS ratings achievement.
(2) Represents the closing price of the Issuer's common stock on March 7, 2017.
(3) The shares were applied to the payment of withholding taxes arising in connection with the vesting of 1,566 shares on March 7, 2017, upon the Company's achievement of a certain business development target (Board approved acquisition).
(4) The shares were applied to the payment of withholding taxes arising in connection with the vesting of 3,132 shares on March 7, 2017.
(5) The shares vest as follows: (i) 9,474 shares shall vest in one-third increments over three years, on each of March 1, 2018, March 1, 2019, and March 1, 2020; (ii) 3,132 shares shall vest based on the Company's 2017 after tax profit margin; (iii) 3,132 shares shall vest based on the Company's 2018 after tax profit margin; (iv) 3,132 shares shall vest based upon the Company's 2017 STARS ratings; (v) 4,698 shares shall vest upon the Company's achievement of certain business development targets; (vi) 6,263 shares shall vest in two increments on each of March 7, 2018 and March 7, 2019; continued
(6) (vii) 1,885 shares shall vest based on the Company's 2017 annual premium revenue achievement; (viii) 1,885 shares shall vest based on the Company's 2017 net profit margin achievement; (ix) 1,885 shares shall vest based on pre-tax income in fiscal year 2017; (x) 1,885 shares shall vest upon the Company's achieving a three-year Total Stockholder Return (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 (xi) 3,770 shares shall vest one half on each of April 1, 2017 and April 1, 2018; the remainder of the shares are vested.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.