- Statement of Changes in Beneficial Ownership (4)
May 20 2011 - 7:36PM
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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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
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1. Name and Address of Reporting Person
*
MAYDAN DAN
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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
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O INFINERA CORPORATION, 169 JAVA DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/18/2011
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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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5/19/2011
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M
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5500
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A
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$0
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0
(1)
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D
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Common Stock
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5/19/2011
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S
(2)
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5500
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D
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$7.291
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54597
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I
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See Footnote
(3)
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Common Stock
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13803
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I
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See Footnote
(4)
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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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Restricted Stock Units
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(5)
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5/19/2011
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M
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5500
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(6)
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(6)
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Common Stock
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5500
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$0
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0
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D
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Restricted Stock Units
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(5)
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5/18/2011
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A
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9100
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(7)
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(7)
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Common Stock
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9100
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$0
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9100
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D
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Non-Qualified Stock Option (Right to Buy)
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$7.25
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5/18/2011
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A
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17600
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(8)
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5/18/2021
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Common Stock
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17600
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$0
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17600
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D
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Non-Qualified Stock Option (Right to Buy)
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$7.55
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(9)
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5/19/2020
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Common Stock
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14500
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14500
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D
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Non-Qualified Stock Option (Right to Buy)
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$7.45
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(10)
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8/10/2019
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Common Stock
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37500
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37500
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D
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Explanation of Responses:
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(
1)
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Excludes 5,500 shares previously held by the Reporting Person which were re-registered to the Maydan Marital Share One UAD 5/06/00 on May 19, 2011 and sold on May 19, 2011.
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(
2)
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This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 13, 2010.
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(
3)
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Shares held directly by the Maydan Marital Share One UAD 5/06/00 for which the Reporting Person serves as trustee.
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(
4)
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Shares held directly by the Dan Maydan 1981 Marital Share 1 U/A DTD 3/26/81 for which the Reporting Person serves as trustee.
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(
5)
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Each restricted stock unit ("RSU") represents a contingent right to receive one share of INFN common stock.
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(
6)
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The RSUs fully vested on May 19, 2011.
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(
7)
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The RSUs fully vest on May 18, 2012.
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(
8)
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The option fully vests on May 18, 2012.
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(
9)
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The option fully vested on May 19, 2011.
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(
10)
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The option vests and becomes exercisable in twenty-four equal monthly installments commencing on the date of grant.
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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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MAYDAN DAN
C/O INFINERA CORPORATION
169 JAVA DRIVE
SUNNYVALE, CA 94089
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X
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Signatures
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/s/ Michael O. McCarthy III, by Power of Attorney
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5/20/2011
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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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