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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| 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 | 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 | 24,000 | 24,000 | D | ||||||||
| Restricted Stock Units | (7) | (9) | (9) | Common Stock | 20,923 | 20,923 | D | ||||||||
| Restricted Stock Units | (7) | (10) | (10) | Common Stock | 19,180 | 19,180 | D | ||||||||
| Restricted Stock Units | (7) | (11) | (11) | Common Stock | 28,770 | 28,770 | D | ||||||||
| Restricted Stock Units | (7) | (12) | (12) | Common Stock | 86,850 | 86,850 | D | ||||||||
| Restricted Stock Units | (7) | 07/26/2016 | A | 13,042 | (13) | (13) | Common Stock | 13,042 | $ 0 | 13,042 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Welch David F C/O INFINERA CORPORATION 140 CASPIAN COURT SUNNYVALE, CA 94089 |
X | President | ||
| /s/ Michael Post, by Power of Attorney | 07/28/2016 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | These shares are held directly by The Welch Family Trust u/a dtd 04/03/1996, for which Dr. Welch is a trustee. |
| (2) | These shares are held directly by The Welch Group, for which Dr. Welch is the general partner. |
| (3) | These shares are held directly by LRFA, LLC, for which Dr. Welch is the sole managing member. |
| (4) | These shares are held directly by SEI Private Trust Company, Trustee of The Welch Family Heritage Trust I u/I dated 9/24/01. |
| (5) | These shares are held directly by Dr. Welch as a trustee for his children. Dr. Welch disclaims beneficial ownership of the shares held in trust for his 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 children for purposes of Section 16 or for any other purpose. |
| (6) | This option is fully-vested. |
| (7) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of Infinera Corporation common stock. |
| (8) | These RSUs vest in four annual installments beginning on August 5, 2014. |
| (9) | These RSUs vest in three annual installments beginning on May 5, 2015. |
| (10) | These RSUs vest in three annual installments beginning on May 5, 2016. |
| (11) | These RSUs vest as to 50% of the shares on May 5, 2017 and 50% of the shares on May 5, 2018. |
| (12) | These RSUs vest in four annual installments beginning on May 5, 2017. |
| (13) | On February 24, 2015, Dr. Welch was granted a performance-based RSU award, subject to the achievement of certain performance criteria. The performance criteria related to these shares were met at 136% of target for the performance period, as determined by the administrator per the terms of the original grant, and the common stock issuable with respect to these RSUs will vest on August 5, 2016, subject to Dr. Welch's continuous status as a service provider through such date. |