Statement of Changes in Beneficial Ownership (4)
February 04 2015 - 5:32PM
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
*
Welch David F
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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)
President
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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)
2/2/2015
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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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14132
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D
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Common Stock
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2/2/2015
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S
(1)
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10000
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D
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$16.0378
(2)
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246788
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I
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See Footnote
(3)
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Common Stock
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2/2/2015
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S
(4)
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20000
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D
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$16.0741
(2)
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240000
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I
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See Footnote
(5)
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Common Stock
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319493
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I
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See Footnote
(6)
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Common Stock
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553750
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I
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See Footnote
(7)
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Common Stock
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2500
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I
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See Footnote
(8)
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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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$2.00
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(9)
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8/8/2016
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Common Stock
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50000
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50000
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D
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Employee Stock Option (Right to Buy)
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$2.00
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(9)
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8/8/2016
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Common Stock
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137500
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137500
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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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(9)
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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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(9)
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6/6/2017
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Common Stock
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29214
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29214
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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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(9)
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6/6/2017
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Common Stock
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101342
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101342
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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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(9)
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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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(9)
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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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$7.11
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(9)
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2/10/2019
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Common Stock
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100000
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100000
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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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(9)
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8/10/2019
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Common Stock
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150000
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150000
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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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(9)
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2/10/2021
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Common Stock
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20250
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20250
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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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(9)
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2/10/2021
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Common Stock
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60750
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60750
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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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(9)
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2/10/2021
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Common Stock
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39465
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39465
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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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(9)
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2/10/2021
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Common Stock
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41535
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41535
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D
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Restricted Stock Units
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(10)
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(11)
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(11)
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Common Stock
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26333
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26333
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D
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Restricted Stock Units
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(10)
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(12)
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(12)
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Common Stock
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40000
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40000
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D
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Restricted Stock Units
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(10)
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(13)
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(13)
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Common Stock
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36000
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36000
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D
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Restricted Stock Units
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(10)
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(14)
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(14)
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Common Stock
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62770
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62770
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D
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Restricted Stock Units
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(10)
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2/2/2015
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A
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37500
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(15)
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(15)
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Common Stock
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37500
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$0.00
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37500
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D
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Restricted Stock Units
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(10)
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2/2/2015
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A
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20923
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(16)
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(16)
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Common Stock
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20923
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$0.00
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20923
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D
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Explanation of Responses:
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(
1)
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This sale was made in connection with the Rule 10b5-1 Trading Plan for The Welch Family Trust u/a dtd 04/03/1996 ("The Welch Family Trust"), which was adopted on May 29, 2014.
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(
2)
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This price represents the weighted average sale price of the shares sold in multiple transactions at prices ranging from $15.81 to $16.30 per share. Upon request by the staff of the Securities and Exchange Commission, Infinera Corporation (the "Company") or a security holder of the Company, Dr. Welch will provide full information regarding the number of shares sold at each separate price.
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(
3)
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These shares are held directly by The Welch Family Trust, for which Dr. Welch is a trustee.
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(
4)
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This sale was made in connection with the Rule 10b5-1 Trading Plan for The Welch Group, L.P. ("The Welch Group"), which was adopted on May 29, 2014.
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(
5)
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These shares are held directly by The Welch Group, for which Dr. Welch is the general partner.
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(
6)
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These shares are held directly by LRFA, LLC, for which Dr. Welch is the sole managing member.
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(
7)
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These shares are held directly by SEI Private Trust Company, Trustee of The Welch Family Heritage Trust I u/I dated 9/24/01.
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(
8)
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These shares are held directly by Dr. Welch as a trustee for his children. Dr. Welch disclaims beneficial ownership of the shares held in trust for his children, and this report shall not be deemed an admission that Dr. Welch is the beneficial owner of the shares held in trust for his children for purposes of Section 16 or for any other purpose.
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(
9)
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This option is fully-vested.
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(
10)
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Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Company.
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(
11)
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These RSUs vest in three annual installments beginning on February 5, 2013.
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(
12)
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These RSUs vest in three annual installments beginning on February 5, 2014.
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(
13)
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These RSUs vest in four annual installments beginning on August 5, 2014.
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(
14)
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These RSUs vest in three annual installments beginning on May 5, 2015.
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(
15)
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On January 30, 2013, Dr. Welch was granted a performance-based RSU award at target for 75,000 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 second performance period, as determined by the administrator per the terms of the original grant, and the common stock issuable with respect to these 37,500 performance-based RSUs will vest on February 5, 2015, subject to Dr. Welch's continuous status as a service provider through such date.
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(
16)
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On February 25, 2014, Dr. Welch was granted a performance-based RSU award at target for 41,847 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 20,923 performance-based RSUs will vest on February 5, 2015, subject to Dr. Welch's continuous status as a service provider through such date.
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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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Welch David F
C/O INFINERA CORPORATION
140 CASPIAN COURT
SUNNYVALE, CA 94089
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X
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President
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Signatures
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/s/ Michael Post, by Power of Attorney
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2/4/2015
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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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