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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Welch David F
  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)
EVP, Chief Strategy Officer
(Last)
(First)
(Middle)
C/O INFINERA CORPORATION, 169 JAVA DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
02/10/2011
(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)
Code V Amount (A) or (D) Price
Common Stock 04/01/2011   M   75,000 A $ 0 89,132 D  
Common Stock 04/01/2011   F   28,188 D $ 8.27 14,132 (1) D  
Common Stock               949,493 I See Footnote (2)
Common Stock               127,301 (3) I See Footnote (4)
Common Stock               553,750 I See Footnote (5)
Common Stock               500,000 I See Footnote (6)
Common Stock               2,500 I See Footnote (7)

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)

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
Restricted Stock Units (8) 04/01/2011   M     75,000   (9)   (9) Common Stock 75,000 $ 0 0 D  
Restricted Stock Units (8) 02/10/2011   A   41,000     (10)   (10) Common Stock 41,000 $ 0 41,000 D  
Employee Stock Option (Right to Buy) $ 8.58 02/10/2011   A   81,000     (11) 02/10/2021 Common Stock 81,000 $ 0 81,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Welch David F
C/O INFINERA CORPORATION
169 JAVA DRIVE
SUNNYVALE, CA 94089
      EVP, Chief Strategy Officer  

Signatures

 /s/ Michael O. McCarthy III by Power of Attorney   04/05/2011
**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) Excludes 46,812 shares previously held directly by the Reporting Person which were re-registered on April 1, 2011 and are now held directly by the Welch Family Trust dated 4/3/96 for which the Reporting Person serves as trustee (the "Welch Family Trust").
(2) Shares held directly by LRFA, LLC of which the Reporting Person is the sole managing member.
(3) Includes 46,812 shares previously held directly by the Reporting Person which were re-registered on April 1, 2011 and are now held directly by the Welch Family Trust.
(4) Shares held directly by the Welch Family Trust.
(5) Shares held directly by SEI Private Trust Company, Trustee of the Welch Family Heritage Trust I u/I dated 9/24/01.
(6) Shares held directly by Welch Group, L.P. of which the Reporting Person is the general partner.
(7) Shares held directly by the Reporting Person as a trustee for his minor children. The Reporting Person disclaims beneficial ownership of the shares held in trust for his minor children, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares held in trust for his minor children for purposes of Section 16 or for any other purpose.
(8) Each restricted stock unit ("RSU") represents a contingent right to receive one share of INFN common stock.
(9) The RSUs fully vested on April 1, 2011.
(10) The RSUs vest in three equal annual installments beginning on February 5, 2012.
(11) This option vests and becomes exercisable in 36 equal monthly installments commencing on the date of grant.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.