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

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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2013

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	08/22/2013		S⁽¹⁰⁾		12,500	D	$9.9987⁽¹¹⁾	116,036	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)
Employee Stock Option (Right to Buy)	$2							⁽¹⁾	09/07/2016	Common Stock	2,344		2,344	D
Employee Stock Option (Right to Buy)	$8.19							⁽¹⁾	11/23/2016	Common Stock	37,500		37,500	D
Employee Stock Option (Right to Buy)	$6.71							⁽¹⁾	03/02/2019	Common Stock	50,000		50,000	D
Employee Stock Option (Right to Buy)	$7.45							⁽¹⁾	08/10/2019	Common Stock	33,000		33,000	D
Employee Stock Option (Right to Buy)	$6.9							⁽²⁾	06/26/2020	Common Stock	62,226		62,226	D
Employee Stock Option (Right to Buy)	$6.9							⁽²⁾	06/26/2020	Common Stock	12,774		12,774	D
Employee Stock Option (Right to Buy)	$8.58							⁽¹⁾	02/10/2021	Common Stock	16,250		16,250	D
Employee Stock Option (Right to Buy)	$8.58							⁽¹⁾	02/10/2021	Common Stock	48,750		48,750	D
Employee Stock Option (Right to Buy)	$8.58							⁽³⁾	02/10/2021	Common Stock	65,000		65,000	D
Restricted Stock Units	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	651		651	D
Restricted Stock Units	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	929		929	D
Restricted Stock Units	⁽⁴⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	9,375		9,375	D
Restricted Stock Units	⁽⁴⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	11,000		11,000	D
Restricted Stock Units	⁽⁴⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	42,666		42,666	D
Restricted Stock Units	⁽⁴⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	100,000		100,000	D

Explanation of Responses:

1. The option is fully vested.

2. The option vests and becomes exercisable in forty-eight monthly installments beginning on June 26, 2010.

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

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

5. The RSUs vest in sixteen quarterly installments beginning on March 5, 2010.

6. The RSUs vest in four annual installments beginning on July 1, 2011.

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

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

9. The RSUs vest in three annual installments beginning on February 5, 2014.

10. This sale was made in connection with the Reporting Person's Rule 10b5-1 Trading Plan, which was adopted on May 30, 2013.

11. This price represents the weighted average sale price of the shares sold ranging from $9.86 to $10.20 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.

	/s/ Donica Forensich, by Power of Attorney	08/23/2013
	** 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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