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 CA 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)
11/20/2012
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)
Code V Amount (A) or (D) Price
Common Stock 11/20/2012 P 40,283 A $4.441 (13) 514,638 I See Footnote (1)
Common Stock 11/21/2012 P 9,717 A $4.598 (14) 524,355 I See Footnote (1)
Common Stock 11/21/2012 M 100,000 A $2 624,355 I See Footnote (1)
Common Stock 100,672 I See Footnote (2)
Common Stock 100,672 I See Footnote (3)
Common Stock 20,570 I See Footnote (4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $2 11/21/2012 M 50,000 (5) 08/08/2016 Common Stock 50,000 $0 0 D
Employee Stock Option (Right to Buy) $2 11/21/2012 M 50,000 (5) 08/08/2016 Common Stock 50,000 $0 0 D
Employee Stock Option (Right to Buy) $8.19 (5) 11/23/2016 Common Stock 75,000 75,000 D
Employee Stock Option (Right to Buy) $7.11 (5) 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) $7.61 (7) 06/06/2017 Common Stock 29,214 29,214 D
Employee Stock Option (Right to Buy) $7.61 (7) 06/06/2017 Common Stock 101,342 101,342 D
Employee Stock Option (Right to Buy) $7.61 (8) 02/28/2018 Common Stock 2,817 2,817 D
Employee Stock Option (Right to Buy) $7.61 (8) 02/28/2018 Common Stock 81,683 81,683 D
Employee Stock Option (Right to Buy) $8.58 (9) 02/10/2021 Common Stock 41,279 41,279 D
Employee Stock Option (Right to Buy) $8.58 (9) 02/10/2021 Common Stock 201,721 201,721 D
Restricted Stock Units (10) (11) (11) Common Stock 94,666 94,666 D
Restricted Stock Units (10) (12) (12) Common Stock 155,000 155,000 D
Employee Stock Option (Right to Buy) $8.58 (5) 02/10/2021 Common Stock 60,750 60,750 D
Employee Stock Option (Right to Buy) $8.58 (5) 02/10/2021 Common Stock 182,250 182,250 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 Thomas J. Fallon, Trustee of Thomas J. Fallon 2011 Annuity Trust A dated August 1, 2011 for which the Reporting Person serves as trustee.
3. 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.
4. 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.
5. The option is fully vested.
6. The option vests and becomes exercisable in forty-eight monthly installments beginning on November 23, 2009.
7. The option vests and becomes exercisable in thirty-six monthly installments beginning on February 5, 2010.
8. The option vests and becomes exercisable in forty-eight monthly installments beginning on February 5, 2010.
9. The option vests and becomes exercisable in thirty-six monthly installments beginning on February 10, 2011.
10. Each restricted stock unit ("RSU") represents a contingent right to receive one share of INFN common stock.
11. The RSUs vest in three annual installments beginning on February 5, 2012.
12. The RSUs vest in three annual installments beginning on February 5, 2013.
13. This price represents the weighted average purchase price of the shares ranging from $4.436 to $4.46 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 purchased at each separate price.
14. This price represents the weighted average purchase price of the shares ranging from $4.5976 to $4.60 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 purchased at each separate price.
/s/ Michael O. McCarthy III, by Power of Attorney 11/23/2012
** 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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