Statement of Changes in Beneficial Ownership (4)
July 28 2016 - 5:22PM
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
*
Jandro Robert 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)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Senior VP, Worldwide Sales
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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)
7/26/2016
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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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62406
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D
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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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(1)
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(2)
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(2)
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Common Stock
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60000
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60000
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D
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Restricted Stock Units
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(1)
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(3)
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(3)
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Common Stock
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13539
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13539
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D
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Restricted Stock Units
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(1)
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(4)
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(4)
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Common Stock
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11993
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11993
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D
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Restricted Stock Units
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(1)
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(5)
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(5)
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Common Stock
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31320
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31320
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D
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Restricted Stock Units
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(1)
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7/26/2016
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A
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8160
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(6)
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(6)
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Common Stock
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8160
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$0.00
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8160
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D
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Explanation of Responses:
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(
1)
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Each restricted stock unit ("RSU") represents a contingent right to receive one share of Infinera Corporation common stock.
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(
2)
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These RSUs vest in four annual installments beginning on August 5, 2014.
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(
3)
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These RSUs vest in three annual installments beginning on May 5, 2015.
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(
4)
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These RSUs vest in three annual installments beginning on May 5, 2016.
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(
5)
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These RSUs vest in four annual installments beginning on May 5, 2017.
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(
6)
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On February 24, 2015, Mr. Jandro was granted a performance-based RSU award, subject to the achievement of certain performance criteria. The performance criteria related to these shares were met at 136% of target for the performance period, as determined by the administrator per the terms of the original grant, and the common stock issuable with respect to these RSUs will vest on August 5, 2016, subject to Mr. Jandro'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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Jandro Robert J
C/O INFINERA CORPORATION
140 CASPIAN COURT
SUNNYVALE, CA 94089
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Senior VP, Worldwide Sales
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Signatures
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/s/ Michael Post, by Power of Attorney
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7/28/2016
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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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