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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Williams Duston 		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 Financial Officer
(Last)          (First)          (Middle)

C/O INFINERA CORPORATION, 169 JAVA DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/22/2010
(Street)

SUNNYVALE, CA 94089
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  5209   (1) D    
Common Stock                  128797   (2) I   See footnote   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Employee Stock Option (right to buy)   $13.00   2/22/2010     D         206250      (4) 6/6/2017   Common Stock   206250     (5) 0   D    
Employee Stock Option (right to buy)   $7.61   2/22/2010     A      130556         (6) 6/6/2017   Common Stock   130556     (5) 130556   D    
Employee Stock Option (right to buy)   $13.00   2/22/2010     D         125000      (7) 2/28/2018   Common Stock   125000     (8) 0   D    
Employee Stock Option (right to buy)   $7.61   2/22/2010     A      84500         (9) 2/28/2018   Common Stock   84500     (8) 84500   D    

Explanation of Responses:
( 1)  Excludes 3,000 shares acquired by the Reporting Person under the Infinera Corporation Employee Stock Purchase Plan on February 16, 2010 which were re-registered on February 17, 2010 and are now held directly by the Williams Family Trust dated 3/18/05 (the "Williams Family Trust") and 6,251 shares previously held directly by the Reporting Person which were re-registered on various dates from August 27, 2009 through January 29, 2010 and are now held directly by the Williams Family Trust.
( 2)  Includes 3,000 shares previously held directly by the Reporting Person which were re-registered on February 17, 2010 and are now held directly by the Williams Family Trust and 6,251 shares previously held directly by the Reporting Person which were re-registered on various dates from August 27, 2009 through January 29, 2010 and are now held directly by the Williams Family Trust.
( 3)  Shares held directly by the Williams Family Trust for which the Reporting Person serves as trustee.
( 4)  The option provided for vesting in sixty equal monthly installments beginning on July 19, 2007.
( 5)  On February 22, 2010, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option granted to the Reporting Person on June 6, 2007. Each exchanged option to purchase one share of common stock was replaced with a new option to purchase a number of shares of common stock equal to the number of options exchanged multiplied by 0.633 which represents an exchange ratio based on the exercise price of the exchanged option, subject to rounding.
( 6)  The option vests in thirty-six equal monthly installments beginning on March 5, 2010.
( 7)  The option provided for vesting in sixty equal monthly installments beginning on March 28, 2008.
( 8)  On February 22, 2010, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option granted to the Reporting Person on February 28, 2007. Each exchanged option to purchase one share of common stock was replaced with a new option to purchase a number of shares of common stock equal to the number of options exchanged multiplied by 0.676 which represents an exchange ratio based on the exercise price of the exchanged option, subject to rounding.
( 9)  The option vests in forty-eight equal monthly installments beginning on March 5, 2010.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Williams Duston
C/O INFINERA CORPORATION
169 JAVA DRIVE
SUNNYVALE, CA 94089

Chief Financial Officer

Signatures
/s/ Michael O. McCarthy, by power of attorney 2/24/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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