Edgar Filing: Chandler Scott A

Ownership Submission

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Chandler Scott A

2. Issuer Name and Ticker or Trading Symbol
INFINERA CORP [INFN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
VP, Worldwide Sales

(Last)

(First)

(Middle)

C/O INFINERA CORPORATION, 169 JAVA DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2008

(Street)

SUNNYVALE, CA 94089

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)
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	03/03/2008		M		364	A	$ 0.76	364	D
Common Stock	03/03/2008		M		1,368	A	$ 1.32	1,732	D
Common Stock	03/03/2008		M		1,301	A	$ 2	3,033	D
Common Stock	03/03/2008		M		312	A	$ 2.24	3,345	D
Common Stock	03/03/2008		S⁽¹⁾		1,430	D	$ 10.76	1,915	D
Common Stock	03/03/2008		S⁽¹⁾		399	D	$ 10.7614	1,516	D
Common Stock	03/03/2008		S⁽¹⁾		516	D	$ 10.7628	1,000	D
Common Stock	03/03/2008		S⁽¹⁾		1,000	D	$ 10.765	0	D

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee stock option (right to buy)

$ 13

02/28/2008

100,000

⁽²⁾

02/28/2018

Common Stock

100,000

$ 0

100,000

Employee stock option (right to buy)

$ 0.76

03/03/2008

364

⁽³⁾

02/02/2015

Common Stock

364

$ 0

3,650

Employee stock option (right to buy)

$ 1.32

03/03/2008

1,368

⁽⁴⁾

11/28/2015

Common Stock

1,368

$ 0

24,633

Employee stock option (right to buy) ⁽⁷⁾

$ 2

03/03/2008

1,301

⁽⁵⁾

08/08/2016

Common Stock

1,301

$ 0

37,768

Employee stock option (right to buy)

$ 2.24

03/03/2008

312

⁽⁶⁾

07/06/2014

Common Stock

312

$ 0

1,253

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Chandler Scott A C/O INFINERA CORPORATION 169 JAVA DRIVE SUNNYVALE, CA 94089			VP, Worldwide Sales

Signatures

/s/ Michael O. McCarthy, by power of attorney		03/03/2008
^**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 sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 24, 2007.
(2)	The option vests in sixty equal monthly installments beginning on March 28, 2008.
(3)	The option is subject to an early exercise provision and is immediately exercisable. One forty-eighth of the shares subject to the option vested on December 18, 2004 and one forty-eighth of the shares shall vest monthly thereafter.
(4)	The option is subject to an early exercise provision and is immediately exercisable. One forty-eighth of the shares subject to the option vested on August 26, 2005 and one forty-eighth of the shares shall vset monthly thereafter.
(5)	The option is subject to an early exercise provision and is immediately exercisable. One forth-eighth of the shares subject to the option vested on July 29, 2006 and one forty-eighth of the shares shall vest monthly thereafter.
(6)	The option is subject to an early exercise provision and is immediately exercisable. One forty-eighth of the shares subject to the option vested on June 27, 2004 and one forthy-eighth of the shares shall vest monthly thereafter.
(7)	This option was previously reported as an Employee stock option and a Non-qualified stock option, for the sake of clarity it has been combined to account for the initial option grant of 62,500 shares on August 8, 2006.

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