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Filing Details

Accession Number:: 0001209191-15-009512
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-02-04 17:31:58
Reporting Period:: 2015-02-02

Filing Date:: 2015-02-04
Accepted Time:: 2015-02-04 17:31:58
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1138639	Infinera Corp	INFN	Telephone & Telegraph Apparatus (3661)	770560433

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1399122	F David Welch	C/O Infinera Corporation 140 Caspian Court Sunnyvale CA 94089	President	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2015-02-02	10,000	$16.04	246,788	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2015-02-02	20,000	$16.07	240,000	No	4	S	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Restricted Stock Units	Acquisiton	2015-02-02	37,500	$0.00	37,500	$0.00
Common Stock	Restricted Stock Units	Acquisiton	2015-02-02	20,923	$0.00	20,923	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
37,500			No	4	A	Direct
20,923			No	4	A	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	14,132	Direct
Common Stock	319,493	Indirect	See Footnote
Common Stock	553,750	Indirect	See Footnote
Common Stock	2,500	Indirect	See Footnote

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Employee Stock Option (Right to Buy)	$2.00	2016-08-08	50,000	50,000	Direct
Common Stock	Employee Stock Option (Right to Buy)	$2.00	2016-08-08	137,500	137,500	Direct
Common Stock	Employee Stock Option (Right to Buy)	$8.19	2016-11-23	75,000	75,000	Direct
Common Stock	Employee Stock Option (Right to Buy)	$7.61	2017-06-06	29,214	29,214	Direct
Common Stock	Employee Stock Option (Right to Buy)	$7.61	2017-06-06	101,342	101,342	Direct
Common Stock	Employee Stock Option (Right to Buy)	$7.61	2018-02-28	2,817	2,817	Direct
Common Stock	Employee Stock Option (Right to Buy)	$7.61	2018-02-28	81,683	81,683	Direct
Common Stock	Employee Stock Option (Right to Buy)	$7.11	2019-02-10	100,000	100,000	Direct
Common Stock	Employee Stock Option (Right to Buy)	$7.45	2019-08-10	150,000	150,000	Direct
Common Stock	Employee Stock Option (Right to Buy)	$8.58	2021-02-10	20,250	20,250	Direct
Common Stock	Employee Stock Option (Right to Buy)	$8.58	2021-02-10	60,750	60,750	Direct
Common Stock	Employee Stock Option (Right to Buy)	$8.58	2021-02-10	39,465	39,465	Direct
Common Stock	Employee Stock Option (Right to Buy)	$8.58	2021-02-10	41,535	41,535	Direct
Common Stock	Restricted Stock Units	$0.00		26,333	26,333	Direct
Common Stock	Restricted Stock Units	$0.00		40,000	40,000	Direct
Common Stock	Restricted Stock Units	$0.00		36,000	36,000	Direct
Common Stock	Restricted Stock Units	$0.00		62,770	62,770	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2016-08-08	50,000	50,000	Direct
2016-08-08	137,500	137,500	Direct
2016-11-23	75,000	75,000	Direct
2017-06-06	29,214	29,214	Direct
2017-06-06	101,342	101,342	Direct
2018-02-28	2,817	2,817	Direct
2018-02-28	81,683	81,683	Direct
2019-02-10	100,000	100,000	Direct
2019-08-10	150,000	150,000	Direct
2021-02-10	20,250	20,250	Direct
2021-02-10	60,750	60,750	Direct
2021-02-10	39,465	39,465	Direct
2021-02-10	41,535	41,535	Direct
	26,333	26,333	Direct
	40,000	40,000	Direct
	36,000	36,000	Direct
	62,770	62,770	Direct

Footnotes

This sale was made in connection with the Rule 10b5-1 Trading Plan for The Welch Family Trust u/a dtd 04/03/1996 ("The Welch Family Trust"), which was adopted on May 29, 2014.
This price represents the weighted average sale price of the shares sold in multiple transactions at prices ranging from $15.81 to $16.30 per share. Upon request by the staff of the Securities and Exchange Commission, Infinera Corporation (the "Company") or a security holder of the Company, Dr. Welch will provide full information regarding the number of shares sold at each separate price.
These shares are held directly by The Welch Family Trust, for which Dr. Welch is a trustee.
This sale was made in connection with the Rule 10b5-1 Trading Plan for The Welch Group, L.P. ("The Welch Group"), which was adopted on May 29, 2014.
These shares are held directly by The Welch Group, for which Dr. Welch is the general partner.
These shares are held directly by LRFA, LLC, for which Dr. Welch is the sole managing member.
These shares are held directly by SEI Private Trust Company, Trustee of The Welch Family Heritage Trust I u/I dated 9/24/01.
These shares are held directly by Dr. Welch as a trustee for his children. Dr. Welch disclaims beneficial ownership of the shares held in trust for his children, and this report shall not be deemed an admission that Dr. Welch is the beneficial owner of the shares held in trust for his children for purposes of Section 16 or for any other purpose.
This option is fully-vested.
Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Company.
These RSUs vest in three annual installments beginning on February 5, 2013.
These RSUs vest in three annual installments beginning on February 5, 2014.
These RSUs vest in four annual installments beginning on August 5, 2014.
These RSUs vest in three annual installments beginning on May 5, 2015.
On January 30, 2013, Dr. Welch was granted a performance-based RSU award at target for 75,000 shares of common stock, subject to the achievement of certain performance criteria. One-third of the shares are eligible to vest in each performance period up to a maximum of 150% of target. The performance criteria related to these shares were met at 150% of target for the second performance period, as determined by the administrator per the terms of the original grant, and the common stock issuable with respect to these 37,500 performance-based RSUs will vest on February 5, 2015, subject to Dr. Welch's continuous status as a service provider through such date.
On February 25, 2014, Dr. Welch was granted a performance-based RSU award at target for 41,847 shares of common stock, subject to the achievement of certain performance criteria. One-third of the shares are eligible to vest in each performance period up to a maximum of 150% of target. The performance criteria related to these shares were met at 150% of target for the first performance period, as determined by the administrator per the terms of the original grant, and the common stock issuable with respect to these 20,923 performance-based RSUs will vest on February 5, 2015, subject to Dr. Welch's continuous status as a service provider through such date.