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)
12/31/2013
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)
Code V Amount (A) or (D) Price
Common Stock 14,132 D
Common Stock 12/31/2013 S (1) 10,000 D $9.723 (2) 849,493 I See Footnote (3)
Common Stock 12/31/2013 M 57,000 A $0 297,296 I See Footnote (4)
Common Stock 12/31/2013 F 23,193 D $9.78 274,103 I See Footnote (4)
Common Stock 553,750 I See Footnote (5)
Common Stock 500,000 I See Footnote (6)
Common Stock 2,500 I See Footnote (7)
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 (8) 08/08/2016 Common Stock 50,000 50,000 D
Employee Stock Option (Right to Buy) $2 (8) 08/08/2016 Common Stock 137,500 137,500 D
Employee Stock Option (Right to Buy) $8.19 (8) 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) $7.11 (8) 02/10/2019 Common Stock 100,000 100,000 D
Employee Stock Option (Right to Buy) $7.45 (8) 08/10/2019 Common Stock 150,000 150,000 D
Employee Stock Option (Right to Buy) $8.58 (8) 02/10/2021 Common Stock 20,250 20,250 D
Employee Stock Option (Right to Buy) $8.58 (8) 02/10/2021 Common Stock 60,750 60,750 D
Employee Stock Option (Right to Buy) $8.58 (10) 02/10/2021 Common Stock 39,465 39,465 D
Employee Stock Option (Right to Buy) $8.58 (10) 02/10/2021 Common Stock 41,535 41,535 D
Restricted Stock Units (11) (12) (12) Common Stock 13,666 13,666 D
Restricted Stock Units (11) (13) (13) Common Stock 52,666 52,666 D
Restricted Stock Units (11) 12/31/2013 M 57,000 (14) (14) Common Stock 128,250 $0 71,250 D
Restricted Stock Units (11) (15) (15) Common Stock 60,000 60,000 D
Restricted Stock Units (11) (16) (16) Common Stock 48,000 48,000 D
Explanation of Responses:
1. This sale was made in connection with the Reporting Person's Rule 10b5-1 Trading Plan, which was adopted on May 24, 2013.
2. This price represents the weighted average sale price of the shares sold ranging from $9.70 to $9.76 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.
3. Shares held directly by LRFA, LLC of which the Reporting Person is the sole managing member.
4. Shares held directly by the Welch Family Trust dated 4/3/96.
5. Shares held directly by SEI Private Trust Company, Trustee of the Welch Family Heritage Trust I u/I dated 9/24/01.
6. Shares held directly by Welch Group, L.P. of which the Reporting Person is the general partner.
7. 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 trust 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 trust for his minor children for purposes of Section 16 or for any other purpose.
8. The option is fully vested.
9. The option vests and becomes exercisable in forty-eight monthly installments beginning on February 5, 2010.
10. The option vests and becomes exercisable in thirty-six 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 annual installments beginning on February 5, 2012.
13. The RSUs vest in three annual installments beginning on February 5, 2013.
14. The RSUs vest as to 57,000 of the RSUs on December 31, 2013 and 71,250 of the RSUs on December 31, 2014.
15. The RSUs vest in three annual installments beginning on February 5, 2014.
16. The RSUs vest in four annual installments beginning on August 5, 2014.
Remarks:
/s/ Ita M. Brennan, by Power of Attorney 01/02/2014
** 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).
** 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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