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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) | $ 8.19 | (2) | 11/23/2019 | Common Stock | 90,056 | 90,056 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 8.58 | (2) | 02/10/2021 | Common Stock | 14,286 | 14,286 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 8.58 | (2) | 02/10/2021 | Common Stock | 32,965 | 32,965 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 8.58 | (2) | 02/10/2021 | Common Stock | 30,475 | 30,475 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 8.58 | (2) | 02/10/2021 | Common Stock | 182,250 | 182,250 | D | ||||||||
| Restricted Stock Units | (3) | (4) | (4) | Common Stock | 37,666 | 37,666 | D | ||||||||
| Restricted Stock Units | (3) | (5) | (5) | Common Stock | 71,258 | 71,258 | D | ||||||||
| Restricted Stock Units | (3) | (6) | (6) | Common Stock | 55,240 | 55,240 | D | ||||||||
| Restricted Stock Units | (3) | 02/01/2016 | A | 84,999 | (7) | (7) | Common Stock | 84,999 | $ 0 | 84,999 | D | ||||
| Restricted Stock Units | (3) | 02/01/2016 | A | 80,164 | (8) | (8) | Common Stock | 80,164 | $ 0 | 80,164 | D | ||||
| Restricted Stock Units | (3) | 02/01/2016 | A | 25,960 | (9) | (9) | Common Stock | 25,960 | $ 0 | 25,960 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Fallon Thomas J C/O INFINERA CORPORATION 140 CASPIAN COURT SUNNYVALE, CA 94089 |
X | Chief Executive Officer | ||
| /s/ Michael Post, by Power of Attorney | 02/03/2016 | |
| **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 Fallon Family Revocable Trust dated 9/7/94, for which Mr. Fallon is a trustee. |
| (2) | This option is fully-vested. |
| (3) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of Infinera Corporation common stock. |
| (4) | These RSUs vest in three annual installments beginning on February 5, 2014. |
| (5) | These RSUs vest in three annual installments beginning on May 5, 2015. |
| (6) | These RSUs vest in three annual installments beginning on May 5, 2016. |
| (7) | On January 30, 2013, Mr. Fallon was granted a performance-based RSU award at target for 170,000 shares of common stock, subject to the achievement of certain performance criteria. One-third of the shares are eligible to vest in each performance period up to a maximum of 150% of target. The performance criteria related to these shares were met at 150% of target for the third performance period, as determined by the administrator per the terms of the original grant, and the common stock issuable with respect to these 84,999 performance-based RSUs will vest on February 5, 2016, subject to Mr. Fallon's continuous status as a service provider through such date. |
| (8) | On February 25, 2014, Mr. Fallon was granted a performance-based RSU award at target for 160,330 shares of common stock, subject to the achievement of certain performance criteria. One-third of the shares are eligible to vest in each performance period up to a maximum of 150% of target. The performance criteria related to these shares were met at 150% of target for the second performance period, as determined by the administrator per the terms of the original grant, and the common stock issuable with respect to these 80,164 performance-based RSUs will vest on February 5, 2016, subject to Mr. Fallon's continuous status as a service provider through such date. |
| (9) | On February 24, 2015, Mr. Fallon was granted a performance-based RSU award at target for 51,920 shares of common stock, subject to the achievement of certain performance criteria. One-third of the shares are eligible to vest in each performance period up to a maximum of 150% of target. The performance criteria related to these shares were met at 150% of target for the first performance period, as determined by the administrator per the terms of the original grant, and the common stock issuable with respect to these 25,960 performance-based RSUs will vest on February 5, 2016, subject to Mr. Fallon's continuous status as a service provider through such date. |