Sec Form 4 Filing - Fallon Thomas J @ INFINERA CORP - 2013-08-22

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 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(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Fallon Thomas J 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) CEO (Last) (First) (Middle) C/O INFINERA CORPORATION, 140 CASPIAN COURT 3. Date of Earliest Transaction (MM/DD/YY) 08/22/2013 (Street) SUNNYVALE, CA94089 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 08/22/2013 S( 13 ) 50,000 D $ 9.9545 ( 14 ) 907,546 ( 15 ) I See Footnote ( 1 ) Common Stock 0 ( 16 ) I See Footnote ( 2 ) Common Stock 0 ( 17 ) I See Footnote ( 3 ) Common Stock 43,614 ( 18 ) I See Footnote ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) $ 8.19 ( 5 ) 11/23/2016 Common Stock 75,000 75,000 D Employee Stock Option (Right to Buy) $ 7.61 ( 5 ) 06/06/2017 Common Stock 29,214 29,214 D Employee Stock Option (Right to Buy) $ 7.61 ( 5 ) 06/06/2017 Common Stock 101,342 101,342 D Employee Stock Option (Right to Buy) $ 7.11 ( 5 ) 02/10/2019 Common Stock 100,000 100,000 D Employee Stock Option (Right to Buy) $ 7.45 ( 5 ) 08/10/2019 Common Stock 150,000 150,000 D Employee Stock Option (Right to Buy) $ 8.19 ( 6 ) 11/23/2019 Common Stock 5,595 5,595 D Employee Stock Option (Right to Buy) $ 8.19 ( 6 ) 11/23/2019 Common Stock 294,405 294,405 D Employee Stock Option (Right to Buy) $ 7.61 ( 7 ) 02/28/2018 Common Stock 2,817 2,817 D Employee Stock Option (Right to Buy) $ 7.61 ( 7 ) 02/28/2018 Common Stock 81,683 81,683 D Employee Stock Option (Right to Buy) $ 8.58 ( 8 ) 02/10/2021 Common Stock 41,279 41,279 D Employee Stock Option (Right to Buy) $ 8.58 ( 8 ) 02/10/2021 Common Stock 201,721 201,721 D Employee Stock Option (Right to Buy) $ 8.58 ( 5 ) 02/10/2021 Common Stock 60,750 60,750 D Employee Stock Option (Right to Buy) $ 8.58 ( 5 ) 02/10/2021 Common Stock 182,250 182,250 D Restricted Stock Units ( 9 ) ( 10 ) ( 10 ) Common Stock 47,333 47,333 D Restricted Stock Units ( 9 ) ( 11 ) ( 11 ) Common Stock 103,333 103,333 D Restricted Stock Units ( 9 ) ( 12 ) ( 12 ) Common Stock 113,000 113,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fallon Thomas J C/O INFINERA CORPORATION 140 CASPIAN COURT SUNNYVALE, CA94089 CEO Signatures /s/ Donica Forensich, by Power of Attorney 08/23/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares held directly by the Fallon Family Revocable Trust dated 9/7/94 for which the Reporting Person serves as trustee. ( 2 )Shares held directly by Thomas J. Fallon, Trustee of Thomas J. Fallon 2011 Annuity Trust A dated August 1, 2011 for which the Reporting Person serves as trustee. ( 3 )Shares held directly by Shannon F. Fallon, Trustee of Thomas J. Fallon 2011 Annuity Trust A dated August 1, 2011 for which the Reporting Person serves as trustee. ( 4 )Shares held directly by the Reporting Person as a trustee for his minor children. The Reporting Person disclaims beneficial ownership of the shares held in trusts for his minor children, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares held in trusts for his minor children for purposes of Section 16 or for any other purpose. ( 5 )The option is fully vested. ( 6 )The option vests and becomes exercisable in forty-eight monthly installments beginning on November 23, 2009. ( 7 )The option vests and becomes exercisable in forty-eight monthly installments beginning on February 5, 2010. ( 8 )The option vests and becomes exercisable in thirty-six monthly installments beginning on February 10, 2011. ( 9 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of INFN common stock. ( 10 )The RSUs vest in three annual installments beginning on February 5, 2012. ( 11 )The RSUs vest in three annual installments beginning on February 5, 2013. ( 12 )The RSUs vest in three annual installments beginning on February 5, 2014. ( 13 )This sale was made in connection with the Reporting Person's Rule 10b5-1 Trading Plan, which was adopted on May 29, 2013. ( 14 )This price represents the weighted average sale price of the shares sold ranging from $9.86 to $10.15 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price. ( 15 )Includes 89,150 shares previously held directly by Thomas J. Fallon, Trustee of Thomas J. Fallon 2011 Annuity Trust A dated August 1, 2011 and 89,150 shares previously held directly by Shannon F. Fallon, Trustee of Thomas J. Fallon 2011 Annuity Trust A dated August 1, 2011, which were re-registered on August 1, 2013 and are now held directly by the Fallon Family Trust. ( 16 )Excludes 89,150 shares previously held directly by Thomas J. Fallon, Trustee of Thomas J. Fallon 2011 Annuity Trust A dated August 1, 2011, which were re-registered on August 1, 2013 and are now held directly by the Fallon Family Trust. Also excludes 11,522 shares previously held by Thomas J. Fallon, Trustee of Thomas J. Fallon 2011 Annuity Trust A dated August 1, 2011, which were re-registered on August 1, 2013 and are now held by the trusts of the Reporting Person's minor children. ( 17 )Excludes 89,150 shares previously held directly by Shannon F. Fallon, Trustee of Thomas J. Fallon 2011 Annuity Trust A dated August 1, 2011, which were re-registered on August 1, 2013 and are now held directly by the Fallon Family Trust. Also excludes 11,522 shares previously held by Shannon F. Fallon, Trustee of Thomas J. Fallon 2011 Annuity Trust A dated August 1, 2011, which were re-registered on August 1, 2013 and are now held by the trusts of the Reporting Person's minor children. ( 18 )Includes 11,522 shares previously held directly by Thomas J. Fallon, Trustee of Thomas J. Fallon 2011 Annuity Trust A dated August 1, 2011 and 11,522 shares previously held directly by Shannon F. Fallon, Trustee of Thomas J. Fallon 2011 Annuity Trust A dated August 1, 2011, which were re-registered on August 1, 2013 and are now held directly by the trusts of the Reporting Person's minor children.

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).

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