Statement of Changes in Beneficial Ownership (4)
October 29 2014 - 5:41PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Fallon Thomas J
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2. Issuer Name
and
Ticker or Trading Symbol
INFINERA CORP
[
INFN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
C/O INFINERA CORPORATION, 140 CASPIAN COURT
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/27/2014
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(Street)
SUNNYVALE, CA 94089
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/27/2014
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M
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100000
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A
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$7.45
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100000
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D
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Common Stock
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10/27/2014
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M
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29214
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A
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$7.61
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129214
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D
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Common Stock
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10/27/2014
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M
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20786
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A
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$7.61
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150000
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D
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Common Stock
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10/27/2014
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S
(11)
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150000
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D
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$13.5564
(12)
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0
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D
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Common Stock
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10/27/2014
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S
(13)
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5000
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D
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$13.557
(14)
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905
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I
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See Footnote
(1)
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Common Stock
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10/27/2014
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S
(15)
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5000
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D
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$13.557
(14)
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903
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I
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See Footnote
(2)
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Common Stock
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10/27/2014
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S
(16)
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5000
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D
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$13.557
(14)
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903
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I
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See Footnote
(3)
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Common Stock
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10/27/2014
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S
(17)
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5000
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D
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$13.557
(14)
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903
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I
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See Footnote
(4)
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Common Stock
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10/27/2014
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S
(11)
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50000
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D
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$13.5564
(12)
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780719
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I
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See Footnote
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
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$8.19
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(6)
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11/23/2016
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Common Stock
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75000
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75000
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D
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Employee Stock Option (Right to Buy)
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$7.61
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10/27/2014
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M
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29214
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(6)
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6/6/2017
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Common Stock
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29214
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$0
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0
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D
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Employee Stock Option (Right to Buy)
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$7.61
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10/27/2014
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M
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20786
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(6)
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6/6/2017
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Common Stock
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101342
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$0
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80556
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D
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Employee Stock Option (Right to Buy)
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$7.45
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10/27/2014
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M
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100000
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(6)
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8/10/2019
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Common Stock
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100000
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$0
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0
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D
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Employee Stock Option (Right to Buy)
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$8.19
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(6)
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11/23/2019
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Common Stock
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5595
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5595
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D
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Employee Stock Option (Right to Buy)
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$8.19
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(6)
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11/23/2019
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Common Stock
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294405
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294405
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D
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Employee Stock Option (Right to Buy)
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$7.61
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(6)
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2/28/2018
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Common Stock
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2817
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2817
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D
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Employee Stock Option (Right to Buy)
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$7.61
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(6)
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2/28/2018
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Common Stock
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81683
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81683
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D
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Employee Stock Option (Right to Buy)
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$8.58
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(6)
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2/10/2021
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Common Stock
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14286
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14286
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D
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Employee Stock Option (Right to Buy)
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$8.58
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(6)
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2/10/2021
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Common Stock
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32965
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32965
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D
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Employee Stock Option (Right to Buy)
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$8.58
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(6)
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2/10/2021
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Common Stock
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30475
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30475
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D
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Employee Stock Option (Right to Buy)
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$8.58
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(6)
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2/10/2021
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Common Stock
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182250
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182250
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D
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Restricted Stock Units
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(7)
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(8)
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(8)
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Common Stock
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51666
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51666
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D
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Restricted Stock Units
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(7)
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(9)
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(9)
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Common Stock
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75333
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75333
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D
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Restricted Stock Units
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(7)
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(10)
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(10)
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Common Stock
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106888
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106888
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D
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Explanation of Responses:
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(
1)
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These shares are held directly by The Nolan M. Fallon 2006 Trust U/A DTD 05/02/2006, for which Mr. Fallon is a trustee. Mr. Fallon disclaims beneficial ownership of the shares held in this trust, and this report shall not be deemed an admission that Mr. Fallon is the beneficial owner of the shares held in this trust for purposes of Section 16 or for any other purpose.
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(
2)
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These shares are held directly by The Riley T. Fallon 2006 Trust U/A DTD 05/02/2006, for which Mr. Fallon is a trustee. Mr. Fallon disclaims beneficial ownership of the shares held in this trust, and this report shall not be deemed an admission that Mr. Fallon is the beneficial owner of the shares held in this trust for purposes of Section 16 or for any other purpose.
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(
3)
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These shares are held directly by The Georgia M. Fallon 2006 Trust U/A DTD 05/02/2006, for which Mr. Fallon is a trustee. Mr. Fallon disclaims beneficial ownership of the shares held in this trust, and this report shall not be deemed an admission that Mr. Fallon is the beneficial owner of the shares held in this trust for purposes of Section 16 or for any other purpose.
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(
4)
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These shares are held directly by The Audrey N. Fallon 2006 Trust U/A DTD 05/02/2006, for which Mr. Fallon is a trustee. Mr. Fallon disclaims beneficial ownership of the shares held in this trust, and this report shall not be deemed an admission that Mr. Fallon is the beneficial owner of the shares held in this trust for purposes of Section 16 or for any other purpose.
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(
5)
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These shares are held directly by The Fallon Family Revocable Trust dated 9/7/94, for which Mr. Fallon is a trustee.
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(
6)
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This option is fully-vested.
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(
7)
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Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of Infinera Corporation (the "Company").
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(
8)
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These RSUs vest in three annual installments beginning on February 5, 2013.
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(
9)
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These RSUs vest in three annual installments beginning on February 5, 2014.
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(
10)
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These RSUs vest in three annual installments beginning on May 5, 2015.
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(
11)
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This sale was made in connection with Mr. Fallon's Rule 10b5-1 Trading Plan, which was adopted on May 15, 2014.
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(
12)
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This price represents the weighted average sale price of the shares sold in multiple transactions at prices ranging from $13.34 to $13.84 per share. Upon request by the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, Mr. Fallon will provide full information regarding the number of shares sold at each separate price.
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(
13)
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This sale was made in connection with the Rule 10b5-1 Trading Plan for The Nolan M. Fallon 2006 Trust U/A DTD 05/02/2006, which was adopted on May 15, 2014.
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(
14)
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This price represents the weighted average sale price of the shares sold in multiple transactions at prices ranging from $13.34 to $13.83 per share. Upon request by the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, Mr. Fallon will provide full information regarding the number of shares sold at each separate price.
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(
15)
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This sale was made in connection with the Rule 10b5-1 Trading Plan for The Riley T. Fallon 2006 Trust U/A DTD 05/02/2006, which was adopted on May 15, 2014.
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(
16)
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This sale was made in connection with the Rule 10b5-1 Trading Plan for The Georgia M. Fallon 2006 Trust U/A DTD 05/02/2006, which was adopted on May 15, 2014.
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(
17)
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This sale was made in connection with the Rule 10b5-1 Trading Plan for The Audrey N. Fallon 2006 Trust U/A DTD 05/02/2006, which was adopted on May 15, 2014.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Fallon Thomas J
C/O INFINERA CORPORATION
140 CASPIAN COURT
SUNNYVALE, CA 94089
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X
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Chief Executive Officer
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Signatures
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/s/ Michael Post, by Power of Attorney
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10/29/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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