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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Welch David F
2. Issuer Name and Ticker or Trading Symbol

INFINERA Corp [ INFN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O INFINERA CORPORATION, 140 CASPIAN COURT
3. Date of Earliest Transaction (MM/DD/YYYY)

8/17/2020
(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         1466451 I See Footnote (1)
Common Stock 8/17/2020  S  10000 D$8.3759 (2)57293 I See Footnote (3)
Common Stock         2500 I See Footnote (4)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (Right to Buy) $8.58            (5)2/10/2021 Common Stock 20250.0  20250 D  
Employee Stock Option (Right to Buy) $8.58            (5)2/10/2021 Common Stock 60750.0  60750 D  
Employee Stock Option (Right to Buy) $8.58            (5)2/10/2021 Common Stock 39465.0  39465 D  
Employee Stock Option (Right to Buy) $8.58            (5)2/10/2021 Common Stock 41535.0  41535 D  
Restricted Stock Units  (6)           (7) (7)Common Stock 66666.0  66666 D  
Restricted Stock Units  (6)           (8) (8)Common Stock 28707.0  28707 D  
Restricted Stock Units  (6)           (9) (9)Common Stock 34374.0  34374 D  
Restricted Stock Units  (6)           (10) (10)Common Stock 75000.0  75000 D  

Explanation of Responses:
(1) These shares are held directly by The Welch Family Trust U/A DTD 4/3/1996 ("The Welch Family Trust"), for which Dr. Welch is a trustee.
(2) This price represents the weighted average sale price of the shares sold in multiple transactions at prices ranging from $8.33 to $8.39 per share. Upon request by the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, Mr. Welch will provide full information regarding the number of shares sold at each separate price. The shares were sold pursuant to a Rule 10b5-1 trading plan entered into by the Reporting Person.
(3) These shares are held directly by LRFA, LLC, for which Dr. Welch is the sole managing member.
(4) 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.
(5) This option is fully-vested.
(6) Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Company.
(7) These RSUs vest in three annual installments beginning on May 5, 2020, subject to Mr. Welch's continued service to the Company through each applicable vesting date.
(8) These RSUs vest in four annual installments beginning on May 5, 2018, subject to Mr. Welch's continued service to the Company through each applicable vesting date.
(9) These RSUs vest in three annual installments beginning on May 5, 2019, subject to Mr. Welch's continued service to the Company through each applicable vesting date.
(10) These RSUs vest as to one-third of the shares on the one year anniversary of the vesting commencement date, which is March 5, 2020, and 1/12th quarterly thereafter, subject to Mr. Welch's continued service to the Company through each applicable vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Welch David F
C/O INFINERA CORPORATION
140 CASPIAN COURT
SUNNYVALE, CA 94089
X



Signatures
/s/ David L. Teichmann, by Power of Attorney8/19/2020
**Signature of Reporting PersonDate

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