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*
Welch David F

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President
3. Date of Earliest Transaction (Month/Day/Year)
08/25/2014
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 08/25/2014 S (13) 2,500 D $9.8278 (14) 335,217 I See Footnote (2)
Common Stock 08/25/2014 S (15) 5,000 D $9.8199 (16) 485,000 I See Footnote (4)
Common Stock 08/26/2014 S (17) 150,000 D $9.988 (18) 519,493 I See Footnote (1)
Common Stock 08/26/2014 S (13) 7,500 D $10.0001 (19) 327,717 I See Footnote (2)
Common Stock 08/26/2014 S (15) 15,000 D $10.123 (20) 470,000 I See Footnote (4)
Common Stock 553,750 I See Footnote (3)
Common Stock 2,500 I See Footnote (5)
Common Stock 14,132 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $2 (6) 08/08/2016 Common Stock 50,000 50,000 D
Employee Stock Option (Right to Buy) $2 (6) 08/08/2016 Common Stock 137,500 137,500 D
Employee Stock Option (Right to Buy) $8.19 (6) 11/23/2016 Common Stock 75,000 75,000 D
Employee Stock Option (Right to Buy) $7.61 (6) 06/06/2017 Common Stock 29,214 29,214 D
Employee Stock Option (Right to Buy) $7.61 (6) 06/06/2017 Common Stock 101,342 101,342 D
Employee Stock Option (Right to Buy) $7.61 (6) 02/28/2018 Common Stock 2,817 2,817 D
Employee Stock Option (Right to Buy) $7.61 (6) 02/28/2018 Common Stock 81,683 81,683 D
Employee Stock Option (Right to Buy) $7.11 (6) 02/10/2019 Common Stock 100,000 100,000 D
Employee Stock Option (Right to Buy) $7.45 (6) 08/10/2019 Common Stock 150,000 150,000 D
Employee Stock Option (Right to Buy) $8.58 (6) 02/10/2021 Common Stock 20,250 20,250 D
Employee Stock Option (Right to Buy) $8.58 (6) 02/10/2021 Common Stock 60,750 60,750 D
Employee Stock Option (Right to Buy) $8.58 (6) 02/10/2021 Common Stock 39,465 39,465 D
Employee Stock Option (Right to Buy) $8.58 (6) 02/10/2021 Common Stock 41,535 41,535 D
Restricted Stock Units (7) (8) (8) Common Stock 26,333 26,333 D
Restricted Stock Units (7) (9) (9) Common Stock 71,250 71,250 D
Restricted Stock Units (7) (10) (10) Common Stock 40,000 40,000 D
Restricted Stock Units (7) (11) (11) Common Stock 36,000 36,000 D
Restricted Stock Units (7) (12) (12) Common Stock 62,770 62,770 D
Explanation of Responses:
1. Shares held directly by LRFA, LLC of which Dr. Welch is the sole managing member ("LRFA").
2. Shares held directly by The Welch Family Trust u/a dtd 04/03/1996 ("The Welch Family Trust").
3. Shares held directly by SEI Private Trust Company, Trustee of the Welch Family Heritage Trust I u/I dated 9/24/01.
4. Shares held directly by The Welch Group, L.P. of which Dr. Welch is the general partner ("The Welch Group").
5. Shares held directly by Dr. Welch as a trustee for his minor children. Dr. Welch disclaims beneficial ownership of the shares held in trust for his minor children, and this report shall not be deemed an admission that Dr. Welch is the beneficial owner of the shares held in trust for his minor children for purposes of Section 16 or for any other purpose.
6. The option is fully vested.
7. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of Infinera Corporation (the "Company").
8. The RSUs vest in three annual installments beginning on February 5, 2013.
9. The RSUs fully vest on December 31, 2014.
10. The RSUs vest in three annual installments beginning on February 5, 2014.
11. The RSUs vest in four annual installments beginning on August 5, 2014.
12. The RSUs vest in three annual installments beginning on May 5, 2015.
13. This sale was made in connection with Dr. Welch's Rule 10b5-1 Trading Plan for The Welch Family Trust, which was adopted on May 29, 2014.
14. This price represents the weighted average sale price of the shares sold in multiple transactions at prices ranging from $9.19 to $9.31 per share. Upon request by the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, Dr. Welch will provide full information regarding the number of shares sold at each separate price.
15. This sale was made in connection with Dr. Welch's Rule 10b5-1 Trading Plan for The Welch Group, which was adopted on May 29, 2014.
16. This price represents the weighted average sale price of the shares sold in multiple transactions at prices ranging from $9.19 to $9.33 per share. Upon request by the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, Dr. Welch will provide full information regarding the number of shares sold at each separate price.
17. This sale was made in connection with Dr. Welch's Rule 10b5-1 Trading Plan for LRFA, which was adopted on May 24, 2013.
18. This price represents the weighted average sale price of the shares sold in multiple transactions at prices ranging from $9.82 to $10 per share. Upon request by the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, Dr. Welch will provide full information regarding the number of shares sold at each separate price.
19. This price represents the weighted average sale price of the shares sold in multiple transactions at prices ranging from $10 to $10.005 per share. Upon request by the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, Dr. Welch will provide full information regarding the number of shares sold at each separate price.
20. This price represents the weighted average sale price of the shares sold in multiple transactions at prices ranging from $10 to $10.31 per share. Upon request by the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, Dr. Welch will provide full information regarding the number of shares sold at each separate price.
Remarks:
Exhibit 24.1 - Power of Attorney
/s/ Michael Post, by Power of Attorney 08/27/2014
** 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).
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