SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

(RULE 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(AMENDMENT NO. )

(Name of Issuer)

Common Stock
(Title of Class of Securities)

45667G103
(CUSIP Number)

Steven M. Spurlock
c/o Benchmark Capital
2480 Sand Hill Road, Suite 200
Menlo Park, California 94025
(650) 854-8180
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

COPY TO:
Sean Caplice, Esq.
c/o Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
1200 Seaport Blvd., Redwood City, California 94063
(650) 463-5201

November 21, 2008
February 10, 2009
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

This information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

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Statement on Schedule 13D

This Statement on Schedule 13D relates to the beneficial ownership of common stock, par value $0.001 per share (the “Common Stock”), of Infinera Corporation, a Delaware corporation (the “Issuer”). This Schedule 13D is being filed by Benchmark Capital Partners IV, L.P., Benchmark Capital Management Co. IV, L.L.C., Benchmark Capital Partners VI, L.P., Benchmark Capital Management Co. VI, L.L.C., Alexandre Balkanski, Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky, Andrew S. Rachleff and Steven M. Spurlock.

ITEM 1. Security and Issuer.

The class of equity securities to which this statement relates is the Common Stock of the Issuer. The Issuer’s principal executive offices are located at 169 Java Drive, Sunnyvale, California, 94089.

ITEM 2. Identity and Background.

(a) Name:

This Statement is filed by Benchmark Capital Partners IV, L.P., a Delaware limited partnership (“BCP IV”), Benchmark Capital Management Co. IV, L.L.C., a Delaware limited liability company (“BCMC IV”), Benchmark Capital Partners VI, L.P., a Delaware limited partnership (“BCP VI”), Benchmark Capital Management Co. VI, L.L.C., a Delaware limited liability company (“BCMC VI”), Alexandre Balkanski (“Balkanski”), Matthew R. Cohler (“Cohler”), Bruce W. Dunlevie (“Dunlevie”), Peter H. Fenton (“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”), Mitchell H. Lasky (“Lasky”), Andrew S. Rachleff (“Rachleff”) and Steven M. Spurlock (“Spurlock”), each of which is a member of BCMC IV and/or BCMC VI. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

BCMC IV, the general partner of BCP IV, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by BCP IV. Balkanski, Dunlevie, Gurley, Harvey, Kagle, Rachleff and Spurlock are members of BCMC IV and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer directly owned by BCP IV.

BCMC VI, the general partner of BCP VI, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by BCP VI. Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock are members of BCMC VI and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer directly owned by BCP VI.

(b) Residence or business address:

The address of the principal business office for each of the Reporting Persons is c/o Benchmark Capital, 2480 Sand Hill Road, Suite 200, Menlo Park, California, 94025.

(c) The principal occupation of each individual who is a Reporting Person is venture capitalist. The principal business of BCP IV and BCP VI is to make investments in private and public companies, and the principal business of BCMC IV and BCMC VI is to serve as the general partner of BCP IV and BCP VI, respectively.

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(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Citizenship:

BCP IV and BCP VI are Delaware limited partnerships. BCMC IV and BCMC VI are Delaware limited liability companies. Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky, Rachleff and Spurlock are United States citizens.

ITEM 3. Source and Amount of Funds or Other Consideration.

     On December 21, 2000, BCP IV and other investors entered into a Series A Preferred Stock Purchase Agreement pursuant to which BCP IV acquired from the Issuer in a private placement 218,177 shares of the Issuer’s Series A Preferred Stock for a purchase price of $2.50 per share or $545,442.50 in the aggregate. On March 19, 2001, BCP IV and other investors entered into an Amended and Restated Series A Preferred Stock Purchase Agreement pursuant to which BCP IV acquired from the Issuer in a private placement an additional 2,031,823 shares of the Issuer’s Series A Preferred Stock for a purchase price of $2.50 per share or $5,079,557.50 in the aggregate. On April 21, 2001, BCP IV acquired from the Issuer in a private placement 1,100,000 shares of the Issuer’s Series A Preferred Stock for a purchase price of $2.50 per share or $2,750,000.00 in the aggregate, pursuant to the Amended and Restated Series A Preferred Stock Purchase Agreement. On May 12, 2003, BCP IV acquired from the Issuer 110,743 shares of the Issuer’s Series A Preferred Stock pursuant to an anti-dilution adjustment, and BCP IV paid no additional consideration for such shares.

     On November 20, 2001, BCP IV and other investors entered into a Stock Purchase Agreement pursuant to which BCP IV acquired from the Issuer in a private placement 170,000 shares of the Issuer’s Common Stock for a purchase price of $0.35 per share or $59,500.00 in the aggregate.

     On May 12, 2003, BCP IV and other investors entered into a Series D Preferred Stock Purchase Agreement pursuant to which BCP IV acquired from the Issuer in a private placement 350,333 shares of the Issuer’s Series D Preferred Stock for a purchase price of $2.24 per share or $784,945.92 in the aggregate. On June 30, 2003, BCP IV and other investors entered into an Amendment No. 1 to Series D Preferred Stock Purchase Agreement pursuant to which BCP IV acquired from the Issuer in a private placement 510,254 shares of the Issuer’s Series D Preferred Stock for a purchase price of $2.24 per share or $1,142,968.96 in the aggregate.

     On September 20, 2004, BCP IV and other investors entered into a Series E Preferred Stock Purchase Agreement pursuant to which BCP IV acquired from the Issuer in a private placement 4,827,347 shares of the Issuer’s Series E Preferred Stock for a

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purchase price of $0.60 per share or $2,896,408.20 in the aggregate. On November 6, 2004, BCP IV and other investors entered into a Joinder Agreement to Series E Preferred Stock Purchase Agreement pursuant to which BCP IV acquired from the Issuer in a private placement 1,312,578 shares of the Issuer’s Series E Preferred Stock for a purchase price of $0.60 per share or $787,546.80 in the aggregate.

     On May 15, 2007, each share of the Issuer’s Common Stock, Series A Preferred Stock, Series D Preferred Stock and Series E Preferred Stock was split into .25 shares. Upon completion of the Issuer’s initial public offering on June 7, 2007, all shares of the Issuer’s Series A Preferred Stock, Series D Preferred Stock and Series E Preferred Stock were automatically converted into shares of Common Stock.

     BCP VI purchased shares of the Issuer’s Common Stock on the open market, as set forth below:

		2. Number of shares of common
1. Date of transaction		stock				3. Price per share
11/18/2008			512,000			$	7.0515	(1)
11/19/2008			498,400			$	7.4632	(1)
11/20/2008			555,000			$	7.175	(1)
11/21/2008			485,000			$	7.3403	(1)
11/24/2008			68,000			$	7.6564	(1)
11/25/2008			10,807			$	8.2585	(1)
11/26/2008			60,200			$	8.555	(1)
2/10/2009			383,500			$	7.1433	(1)

     The source of the funds for the acquisition of the Series A Preferred Stock, the Common Stock, the Series D Preferred Stock and the Series E Preferred Stock purchased by BCP IV pursuant to the Series A Preferred Stock Purchase Agreement, the Amended and Restated Series A Preferred Stock Purchase Agreement, the Stock Purchase Agreement, the Series D Preferred Stock Purchase Agreement, Amendment No. 1 to Series D Preferred Stock Purchase Agreement, the Series E Preferred Stock Purchase Agreement and the Joinder Agreement to Series E Preferred Stock Purchase Agreement, respectively, was from working capital. No part of the purchase price was borrowed by BCP IV for the purpose of acquiring such securities.

     The source of the funds for the acquisition of the Common Stock purchased by BCP VI was from working capital. No part of the purchase price was borrowed by BCP VI for the purpose of acquiring such securities.

ITEM 4. Purpose of Transaction.

The Reporting Persons hold their securities of the Issuer for investment purposes. Depending on the factors discussed herein, the Reporting Persons may, from time to time, acquire additional shares of Common Stock and/or retain and/or sell all or a portion of the shares of Common Stock held by the Reporting Persons in the open market or in

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privately negotiated transactions, and/or may distribute the Common Stock held by the Reporting Persons to their respective partners. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Company’s business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities, and other future developments.

Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 5. Interest in Securities of the Issuer.

	(a)		See Rows 11 and 13 for each Reporting Person. The percentage listed in Row 13 for each Reporting Person was calculated based upon 93,818,228 shares of Common Stock reported to be outstanding as of October 24, 2008, in the Issuer’s quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on October 31, 2008.
	(b)		See Rows 7, 8, 9, and 10 for each Reporting Person.
	(c)		BCP VI purchased shares of the Issuer’s Common Stock on the open market within the 60 days of November 21, 2008 and February 10, 2009 as set forth below.

		2. Number of shares of common
1. Date of transaction		stock				3. Price per share
11/18/2008			512,000			$	7.0515	(2)
11/19/2008			498,400			$	7.4632	(2)
11/20/2008			555,000			$	7.175	(2)
11/21/2008			485,000			$	7.3403	(2)
11/24/2008			68,000			$	7.6564	(2)
11/25/2008			10,807			$	8.258	(2)
11/26/2008			60,200			$	8.555	(2)
2/10/2009			383,500			$	7.1433	(2)

	(d)		Under certain circumstances set forth in the limited partnership agreements of BCP IV and BCP VI, the general partners and the limited partners of each of such entities, as applicable, may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a partner or managing member.
	(e)		Not applicable.

ITEM 6. Contracts, Arrangements, Understandings or Relationships with respect to the Securities of the Issuer.

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2,657,763 shares of the Issuer’s Common Stock are held directly by BCP IV, as nominee for BCP IV, Benchmark Founders’ Fund IV, L.P., Benchmark Founders’ Fund IV-A, L.P., Benchmark Founders’ Fund IV-B, L.P., Benchmark Founders’ Fund IV-X, L.P., and related individuals.

2,572,907 shares of the Issuer’s Common Stock are held directly by BCP VI, as nominee for BCP VI, Benchmark Founders’ Fund VI, L.P., Benchmark Founders’ Fund VI-B, L.P., and related individuals.

In connection with his service on the Issuer’s board of directors, Balkanski received an option to purchase 75,000 shares of the Issuer’s Common Stock on January 3, 2007, an option to purchase 12,500 shares of the Issuer’s Common Stock on June 6, 2007, an option to purchase 12,500 shares of the Issuer’s Common Stock on May 13, 2008, and 15,000 performance share units representing the contingent right to purchase up to 30,000 shares of the Issuer’s Common Stock on February 10, 2009.

ITEM 7. Materials to be Filed as Exhibits.

Exhibit A: Reference to Steven M. Spurlock as Attorney-In-Fact

Exhibit B: Agreement regarding joint filing of Schedule 13D

SIGNATURES

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 12, 2009

EXHIBIT INDEX

Exhibit		Description
A		Reference to Steven M. Spurlock as Attorney-In-Fact
B		Agreement of Joint Filing