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 *
MCCARTHY MICHAEL O III
  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)
Chief Legal & Admin Officer
(Last)
(First)
(Middle)
C/O INFINERA CORPORATION, 169 JAVA DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
04/05/2011
(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 04/05/2011   S(1)   4,655 D $ 8.225 (2) 15,851 D  
Common Stock 04/06/2011   S(1)   4,655 D $ 8.4559 (3) 11,196 D  
Common Stock 04/07/2011   S(1)   4,655 D $ 8.619 (4) 6,541 D  

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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
Restricted Stock Units (5)               (6)   (6) Common Stock 33,000   33,000 D  
Employee Stock Option (Right to Buy) $ 8.58               (7) 02/10/2021 Common Stock 65,000   65,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MCCARTHY MICHAEL O III
C/O INFINERA CORPORATION
169 JAVA DRIVE
SUNNYVALE, CA 94089
      Chief Legal & Admin Officer  

Signatures

 /s/ Michael O. McCarthy III   04/07/2011
**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) This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 26, 2010.
(2) This price represents the weighted average sale price of the shares sold ranging from $8.03 to $9.0299 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
(3) This price represents the weighted average sale price of the shares sold ranging from $8.27 to $9.2699 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
(4) This price represents the weighted average sale price of the shares sold ranging from $8.56 to $9.5599 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
(5) Each restricted stock unit ("RSU") represents a contingent right to receive one share of INFN common stock.
(6) The RSUs vest in three equal annual installments beginning on February 5, 2012.
(7) This option vests and becomes exercisable in 36 equal monthly installments commencing on the date of grant.

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