Statement of Changes in Beneficial Ownership (4)
August 19 2020 - 7:44PM
Edgar (US Regulatory)
FORM 4
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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
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1. Name and Address of Reporting Person
*
Welch David F |
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, 140 CASPIAN COURT |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/17/2020 |
(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 | | | | | | | | 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)
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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) | $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
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Welch David F C/O INFINERA CORPORATION 140 CASPIAN COURT SUNNYVALE, CA 94089 | X |
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Signatures
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/s/ David L. Teichmann, by Power of Attorney | | 8/19/2020 |
**Signature of Reporting Person | Date |
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