| 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) 12/31/2010 | ||||||||||||||||||||||||||
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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 | 12/31/2010 | M | 75,000 | A | $0 | 75,000 | D | |||
| Common Stock | 12/31/2010 | F | 27,511 | D | $10.33 | 0(1) | D | |||
| Common Stock | 11/18/2010 | G | V | 107,454 | D | $0 | 0 | I | See footnote(2) | |
| Common Stock | 11/18/2010 | G | V | 107,454 | D | $0 | 0 | I | See footnote(3) | |
| Common Stock | 11/18/2010 | G | V | 102,556 | A | $0 | 426,183(4) | I | See footnote(5) | |
| Common Stock | 11/18/2010 | G | V | 102,556 | A | $0 | 528,739 | I | See footnote(5) | |
| Common Stock | 11/18/2010 | G | V | 4,898 | A | $0 | 15,672 | I | See footnote(6) | |
| Common Stock | 11/18/2010 | G | V | 4,898 | A | $0 | 20,570 | I | See footnote(6) | |
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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 | ||||||||
| Restricted Stock Units | (7) | 12/31/2010 | M | 75,000 | (8) | (8) | Common Stock | 75,000 | $0 | 0 | D | ||||
| Restricted Stock Units | (7) | (9) | (9) | Common Stock | 75,000 | 75,000 | D | ||||||||
| Explanation of Responses: |
| 1. Excludes 47,489 shares previously held directly by the Reporting Person which were re-registered on December 31, 2010 and are now held directly by the Fallon Family Revocable Trust dated 9/7/94 for which the Reporting Person serves as trustee (the "Fallon Family Trust"). |
| 2. Shares held directly by the Thomas J. Fallon 2008 Annuity Trust A for which the Reporting Person serves as trustee ("T. Fallon Annuity Trust"). Upon termination of the T. Fallon Annuity Trust, 102,556 shares were transferred to the Fallon Family Trust and 4,898 shares were distributed to trusts for the Reporting Person's minor children. |
| 3. Shares held directly by the Shannon F. Fallon 2008 Annuity Trust A for which the Reporting Person serves as trustee ("S. Fallon Annuity Trust"). Upon termination of the S. Fallon Annuity Trust, 102,556 shares were transferred to the Fallon Family Trust and 4,898 shares were distributed to trusts for the Reporting Person's minor children. |
| 4. Includes 47,489 shares previously held directly by the Reporting Person which were re-registered on December 31, 2010 and are now held directly by the Fallon Family Trust. |
| 5. Shares held directly by the Fallon Family Trust. |
| 6. 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. |
| 7. Each restricted stock unit represents a contingent right to receive one share of INFN common stock. |
| 8. The restricted stock units fully vested on December 31, 2010. |
| 9. The restricted stock units fully vest on April 1, 2011. |
| /s/ Michael O. McCarthy, by power of attorney | 01/04/2011 | |
| ** 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. | ||