FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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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1. Name and Address of Reporting Person * BALKANSKI ALEXANDRE   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) (Last) (First) (Middle) 2480 SAND HILL ROAD, SUITE 200, 169 JAVA DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 06/12/2007 (Street) MENLO PARK, CA 94025 4. If Amendment, Date 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 (City) (State) (Zip) 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 06/12/2007   C   865,137 A (1) 907,637 I See footnote (2) Common Stock 06/12/2007   C   215,146 A (3) 1,122,783 I See footnote (2) Common Stock 06/12/2007   C   1,534,980 A (4) 2,657,763 I See footnote (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock

(1)

06/12/2007

C

837,499

(1)

(1)

Common Stock

865,137

$ 0

0

I

See footnote (2)

Series D Convertible Preferred Stock

(3)

06/12/2007

C

215,146

(3)

(3)

Common Stock

215,146

$ 0

0

I

See footnote (2)

Series E Convertible Preferred Stock

(4)

06/12/2007

C

1,534,980

(4)

(4)

Common Stock

1,534,980

$ 0

0

I

See footnote (2)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BALKANSKI ALEXANDRE 2480 SAND HILL ROAD, SUITE 200 169 JAVA DRIVE MENLO PARK, CA 94025	X

Signatures

/s/ Alexandre Balkanski		06/12/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	The Series A Convertible Preferred Stock automatically converted into Common Stock on a 1:1.033 basis immediately prior to the closing of the Issuer's initial public offering of common stock.
(2)	Shares are held directly by Benchmark Capital Partners IV, L.P., as nominee ("BCP IV"). Alexandre Balkanski is a managing member of Benchmark Capital Management Co. IV, L.L.C. ("BCMC IV"), the general partner of BCP IV, and may be deemed to share voting and dispositive power over the shares that may be deemed beneficially held by BCMC IV. The reporting person disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.
(3)	The Series D Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock.
(4)	The Series E Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock.

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