SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Brennan Ita M

(Last)

(First)

(Middle)

C/O INFINERA CORPORATION

169 JAVA DRIVE

(Street)

SUNNYVALE

94089

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INFINERA CORP [ INFN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2010

4. If Amendment, Date of 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

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	08/05/2010		M		1,504	A	$0.00	6,141	D
Common Stock	08/06/2010		S⁽¹⁾		575	D	$8.958⁽²⁾	5,566	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted stock units	⁽³⁾	08/05/2010		M			715	⁽⁴⁾	⁽⁴⁾	Common Stock	715	$0	7,150	D
Restricted stock units	⁽³⁾	08/05/2010		M			789	⁽⁵⁾	⁽⁵⁾	Common Stock	789	$0	11,057	D
Restricted stock units	⁽³⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	5,280		5,280	D
Restricted stock units	⁽³⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	12,500		12,500	D
Restricted stock units	⁽³⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	16,500		16,500	D
Restricted stock units	⁽³⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	4,050		75,000	D
Restricted stock units	⁽³⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	37,500		37,500	D

Explanation of Responses:

1. The reported sale was effected to satisfy the Reporting Person's tax obligation in connection with the issuance of shares pursuant to the vesting of restricted stock units on August 5, 2010.

2. The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $8.94 to $8.9582 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

3. Each restricted stock unit represents a contingent right to receive one share of INFN common stock.

4. The remaining restricted stock units vest in ten equal quarterly installments beginning on November 5, 2010.

5. The remaining restricted stock units vest in fourteen equal quarterly installments beginning on November 5, 2010.

6. The restricted stock units vest in three equal annual installments beginning on October 1, 2010.

7. The restricted stock units fully vest on December 31, 2010.

8. The restricted stock units fully vest on April 1, 2011.

9. The restricted stock units vest in three equal annual installments beginning on April 1, 2011.

10. The restricted stock units vest in four equal annual installments beginning on July 1, 2011.

	/s/ Michael O. McCarthy, by power of attorney	08/09/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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