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^*

Martin Ronald D

(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)
	Senior VP, Worldwide Sales

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		8,334	A	$0	17,526	D
Common Stock	02/05/2012		F		2,555	D	$8.38	14,971	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	⁽¹⁾							⁽²⁾	⁽²⁾	Common Stock	12,500		12,500	D
Employee Stock Option (Right to Buy)	$6.97							⁽³⁾	08/03/2019	Common Stock	580		580	D
Employee Stock Option (Right to Buy)	$6.97							⁽⁴⁾	08/03/2019	Common Stock	36,920		36,920	D
Restricted Stock Units	⁽¹⁾	02/05/2012		M			8,334	⁽⁵⁾	⁽⁵⁾	Common Stock	16,666	$0	16,666	D
Employee Stock Option (Right to Buy)	$8.19							⁽⁶⁾	11/23/2016	Common Stock	3,144		3,144	D
Employee Stock Option (Right to Buy)	$8.19							⁽⁶⁾	11/23/2016	Common Stock	11,441		11,441	D
Employee Stock Option (Right to Buy)	$8.58							⁽⁷⁾	02/10/2021	Common Stock	7,607		7,607	D
Employee Stock Option (Right to Buy)	$8.58							⁽⁷⁾	02/10/2021	Common Stock	41,393		41,393	D
Restricted Stock Units	⁽¹⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	56,000		56,000	D

Explanation of Responses:

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

2. The RSUs vest in three equal annual installments beginning on August 5, 2011.

3. The option fully vested on December 3, 2010.

4. One-half of the shares subject to the option vest on August 3, 2010 with the remaining shares vesting in thirty-six equal monthly installments beginning on September 3, 2010.

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

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

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

8. The RSUs vest in three equal annual installments beginning on February 5, 2013.

	/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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