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^*

Welch David F

(Last)

(First)

(Middle)

C/O INFINERA CORPORATION

6373 SAN IGNACIO AVENUE

(Street)

SAN JOSE

95119

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/05/2021

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	10/05/2021		M		44,444	A	$0	719,153	I	See Footnote⁽¹⁾
Common Stock	10/05/2021		F		22,036	D	$8.27	697,117	I	See Footnote⁽¹⁾
Common Stock								2,500	I	See Footnote⁽²⁾

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)
Restricted Stock Units	⁽³⁾	10/05/2021		M			44,444	⁽⁴⁾	⁽⁴⁾	Common Stock	50,000	$0	5,556	D

Explanation of Responses:

1. These shares are held directly by The Welch Family Trust U/A DTD 4/3/1996 ("The Welch Family Trust"), for which Dr. Welch is a trustee.

2. 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.

3. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of Infinera Corporation (the "Company").

4. On March 27, 2019, Dr. Welch was granted a PSU award for a target number of 50,000 shares of common stock that could become eligible to vest subject to the Company's achievement of positive operating income (the "Performance Goal") during fiscal 2019 through fiscal 2021. The Performance Goal is measured on a non-GAAP basis, either (a) for a full fiscal year or (b) for any four consecutive fiscal quarters. The Company achieved the Performance Goal during the four consecutive fiscal quarters ending with the fiscal quarter ended June 26, 2021, as certified by the Company's Compensation Committee on September 13, 2021, per the terms of the PSU award. As a result, 44,444 shares of common stock underlying this award will vest on October 5, 2021 and 5,556 shares of common stock underlying this award will vest on January 5, 2022, each vesting subject to Dr. Welch's continued service to the Company through such date.

Remarks:

	/s/ Michael Hopp, by Power of Attorney	10/06/2021
	** 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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