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^*

Fallon Thomas J

(Last)

(First)

(Middle)

C/O INFINERA CORPORATION

140 CASPIAN COURT

(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)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2012

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	02/05/2012		M		47,334	A	$0	197,795	I	See Footnote⁽¹⁾
Common Stock	02/05/2012		F		22,096	D	$8.38	175,699	I	See Footnote⁽¹⁾
Common Stock								250,000	I	See Footnote⁽¹³⁾
Common Stock								250,000	I	See Footnote⁽¹⁴⁾
Common Stock								20,570	I	See Footnote⁽²⁾

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)
Employee Stock Option (Right to Buy)	$2							⁽³⁾	08/08/2016	Common Stock	50,000		50,000	D
Employee Stock Option (Right o Buy)	$2							⁽³⁾	08/08/2016	Common Stock	50,000		50,000	D
Employee Stock Option (Right to Buy)	$7.11							⁽⁴⁾	02/10/2019	Common Stock	100,000		100,000	D
Employee Stock Option (Right to Buy)	$7.45							⁽⁵⁾	08/10/2019	Common Stock	150,000		150,000	D
Employee Stock Option (Right to Buy)	$8.19							⁽⁶⁾	11/23/2019	Common Stock	5,595		5,595	D
Employee Stock Option (Right to Buy)	$8.19							⁽⁶⁾	11/23/2019	Common Stock	294,405		294,405	D
Employee Stock Option (Right to Buy)	$8.19							⁽⁷⁾	11/23/2016	Common Stock	75,000		75,000	D
Employee Stock Option (Right to Buy)	$7.61							⁽⁸⁾	06/06/2017	Common Stock	29,214		29,214	D
Employee Stock Option (Right to Buy)	$7.61							⁽⁸⁾	06/06/2017	Common Stock	101,342		101,342	D
Employee Stock Option (Right to Buy)	$7.61							⁽⁹⁾	02/28/2018	Common Stock	2,817		2,817	D
Employee Stock Option (Right to Buy)	$7.61							⁽⁹⁾	02/28/2018	Common Stock	81,683		81,683	D
Employee Stock Option (Right to Buy)	$8.58							⁽¹⁰⁾	02/10/2021	Common Stock	41,279		41,279	D
Employee Stock Option (Right to Buy)	$8.58							⁽¹⁰⁾	02/10/2021	Common Stock	201,721		201,721	D
Restricted Stock Units	⁽¹¹⁾	02/05/2012		M			47,334	⁽¹²⁾	⁽¹²⁾	Common Stock	94,666	$0	94,666	D

Explanation of Responses:

1. Shares held directly by the Fallon Family Revocable Trust dated 9/7/94 for which the Reporting Person serves as trustee.

2. Shares held directly by the Reporting Person as a trustee for his minor children. The Reporting Person disclaims beneficial ownership of the shares held in trusts for his minor children, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares held in trusts for his minor children for purposes of Section 16 or for any other purpose.

3. The option fully vested on August 8, 2010.

4. The opton fully vested on February 10, 2011.

5. The option fully vested on August 10, 2011.

6. The option vests and becomes exercisable in forty-eight equal monthly installments beginning on November 23, 2009.

7. The option vests and becomes exercisable in thirty-six equal monthly installments beginning on November 23, 2009.

8. The option vests and becomes exercisable in thirty-six equal monthly installments beginning on February 5, 2010.

9. The option vests and becomes exercisable in forty-eight equal monthly installments beginning on February 5, 2010.

10. The option vests and becomes exercisable in thirty-six equal monthly installments beginning on February 10, 2011.

11. Each restricted stock unit ("RSU") represents a contingent right to receive one share of INFN common stock.

12. The RSUs vest in three equal annual installments beginning on February 5, 2012.

13. Shares held directly by Thomas J. Fallon, Trustee of Thomas J. Fallon 2011 Annuity Trust A dated August 1, 2011 for which the Reporting Person serves as trustee.

14. Shares held directly by Shannon F. Fallon, Trustee of Thomas J. Fallon 2011 Annuity Trust A dated August 1, 2011 for which the Reporting Person serves as trustee.

	/s/ Michael O. McCarthy III, by Power of Attorney	02/07/2012
	** 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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