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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INFINERA CORP [ INFN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/11/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 08/11/2014 | S(13) | 2,500 | D | $9.2508(14) | 337,717 | I | See Footnote(2) | ||
Common Stock | 08/11/2014 | S(15) | 5,000 | D | $9.2499(16) | 490,000 | I | See Footnote(4) | ||
Common Stock | 08/12/2014 | S(17) | 10,000 | D | $9.0954(18) | 669,493 | I | See Footnote(1) | ||
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) | |||||||||||||||
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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 $9.06 to $9.16 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. |
/s/ Alastair A. Short, by Power of Attorney | 08/13/2014 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |