| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INFINERA CORP [ INFN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/28/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/03/2008 | M | 364 | A | $0.76 | 364 | D | |||
| Common Stock | 03/03/2008 | M | 1,368 | A | $1.32 | 1,732 | D | |||
| Common Stock | 03/03/2008 | M | 1,301 | A | $2 | 3,033 | D | |||
| Common Stock | 03/03/2008 | M | 312 | A | $2.24 | 3,345 | D | |||
| Common Stock | 03/03/2008 | S(1) | 1,430 | D | $10.76 | 1,915 | D | |||
| Common Stock | 03/03/2008 | S(1) | 399 | D | $10.7614 | 1,516 | D | |||
| Common Stock | 03/03/2008 | S(1) | 516 | D | $10.7628 | 1,000 | D | |||
| Common Stock | 03/03/2008 | S(1) | 1,000 | D | $10.765 | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee stock option (right to buy) | $13 | 02/28/2008 | A | 100,000 | (2) | 02/28/2018 | Common Stock | 100,000 | $0 | 100,000 | D | ||||
| Employee stock option (right to buy) | $0.76 | 03/03/2008 | M | 364 | (3) | 02/02/2015 | Common Stock | 364 | $0 | 3,650 | D | ||||
| Employee stock option (right to buy) | $1.32 | 03/03/2008 | M | 1,368 | (4) | 11/28/2015 | Common Stock | 1,368 | $0 | 24,633 | D | ||||
| Employee stock option (right to buy)(7) | $2 | 03/03/2008 | M | 1,301 | (5) | 08/08/2016 | Common Stock | 1,301 | $0 | 37,768 | D | ||||
| Employee stock option (right to buy) | $2.24 | 03/03/2008 | M | 312 | (6) | 07/06/2014 | Common Stock | 312 | $0 | 1,253 | D | ||||
| Explanation of Responses: |
| 1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 24, 2007. |
| 2. The option vests in sixty equal monthly installments beginning on March 28, 2008. |
| 3. The option is subject to an early exercise provision and is immediately exercisable. One forty-eighth of the shares subject to the option vested on December 18, 2004 and one forty-eighth of the shares shall vest monthly thereafter. |
| 4. The option is subject to an early exercise provision and is immediately exercisable. One forty-eighth of the shares subject to the option vested on August 26, 2005 and one forty-eighth of the shares shall vset monthly thereafter. |
| 5. The option is subject to an early exercise provision and is immediately exercisable. One forth-eighth of the shares subject to the option vested on July 29, 2006 and one forty-eighth of the shares shall vest monthly thereafter. |
| 6. The option is subject to an early exercise provision and is immediately exercisable. One forty-eighth of the shares subject to the option vested on June 27, 2004 and one forthy-eighth of the shares shall vest monthly thereafter. |
| 7. This option was previously reported as an Employee stock option and a Non-qualified stock option, for the sake of clarity it has been combined to account for the initial option grant of 62,500 shares on August 8, 2006. |
| /s/ Michael O. McCarthy, by power of attorney | 03/03/2008 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||