Sec Form 4 Filing - Welch David F @ INFINERA CORP - 2015-04-27

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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
X __ Officer (give title below) _____ Other (specify below)
President
(Last) (First) (Middle)
C/O INFINERA CORPORATION, 140 CASPIAN COURT
3. Date of Earliest Transaction (MM/DD/YY)
04/27/2015
(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 14,132 D
Common Stock 04/27/2015 S( 1 ) 10,000 D $ 20.394 ( 2 ) 257,966 I See Footnote ( 3 )
Common Stock 04/27/2015 S( 4 ) 20,000 D $ 20.3971 ( 5 ) 140,000 I See Footnote ( 6 )
Common Stock 319,493 I See Footnote ( 7 )
Common Stock 553,750 I See Footnote ( 8 )
Common Stock 2,500 I See Footnote ( 9 )
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) $ 2 ( 10 ) 08/08/2016 Common Stock 50,000 50,000 D
Employee Stock Option (Right to Buy) $ 2 ( 10 ) 08/08/2016 Common Stock 137,500 137,500 D
Employee Stock Option (Right to Buy) $ 8.19 ( 10 ) 11/23/2016 Common Stock 75,000 75,000 D
Employee Stock Option (Right to Buy) $ 7.61 ( 10 ) 06/06/2017 Common Stock 29,214 29,214 D
Employee Stock Option (Right to Buy) $ 7.61 ( 10 ) 06/06/2017 Common Stock 101,342 101,342 D
Employee Stock Option (Right to Buy) $ 7.61 ( 10 ) 02/28/2018 Common Stock 2,817 2,817 D
Employee Stock Option (Right to Buy) $ 7.61 ( 10 ) 02/28/2018 Common Stock 81,683 81,683 D
Employee Stock Option (Right to Buy) $ 7.11 ( 10 ) 02/10/2019 Common Stock 100,000 100,000 D
Employee Stock Option (Right to Buy) $ 7.45 ( 10 ) 08/10/2019 Common Stock 150,000 150,000 D
Employee Stock Option (Right to Buy) $ 8.58 ( 10 ) 02/10/2021 Common Stock 20,250 20,250 D
Employee Stock Option (Right to Buy) $ 8.58 ( 10 ) 02/10/2021 Common Stock 60,750 60,750 D
Employee Stock Option (Right to Buy) $ 8.58 ( 10 ) 02/10/2021 Common Stock 39,465 39,465 D
Employee Stock Option (Right to Buy) $ 8.58 ( 10 ) 02/10/2021 Common Stock 41,535 41,535 D
Restricted Stock Units ( 11 ) ( 12 ) ( 12 ) Common Stock 20,000 20,000 D
Restricted Stock Units ( 11 ) ( 13 ) ( 13 ) Common Stock 36,000 36,000 D
Restricted Stock Units ( 11 ) ( 14 ) ( 14 ) Common Stock 62,770 62,770 D
Restricted Stock Units ( 11 ) ( 15 ) ( 15 ) Common Stock 28,770 28,770 D
Restricted Stock Units ( 11 ) ( 16 ) ( 16 ) Common Stock 28,770 28,770 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Welch David F
C/O INFINERA CORPORATION
140 CASPIAN COURT
SUNNYVALE, CA94089
X President
Signatures
/s/ Michael Post, by Power of Attorney 04/28/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This sale was made in connection with the Rule 10b5-1 Trading Plan for The Welch Family Trust u/a dtd 04/03/1996 ("The Welch Family Trust"), which was adopted on May 29, 2014.
( 2 )This price represents the weighted average sale price of the shares sold in multiple transactions at prices ranging from $20.19 to $20.62 per share. Upon request by the staff of the Securities and Exchange Commission, Infinera Corporation (the "Company") or a security holder of the Company, Dr. Welch will provide full information regarding the number of shares sold at each separate price.
( 3 )These shares are held directly by The Welch Family Trust, for which Dr. Welch is a trustee.
( 4 )This sale was made in connection with the Rule 10b5-1 Trading Plan for The Welch Group, L.P. ("The Welch Group"), which was adopted on May 29, 2014.
( 5 )This price represents the weighted average sale price of the shares sold in multiple transactions at prices ranging from $20.17 to $20.64 per share. Upon request by the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, Dr. Welch will provide full information regarding the number of shares sold at each separate price.
( 6 )These shares are held directly by The Welch Group, for which Dr. Welch is the general partner.
( 7 )These shares are held directly by LRFA, LLC, for which Dr. Welch is the sole managing member.
( 8 )These shares are held directly by SEI Private Trust Company, Trustee of The Welch Family Heritage Trust I u/I dated 9/24/01.
( 9 )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.
( 10 )This option is fully-vested.
( 11 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Company's common stock.
( 12 )These RSUs vest in three annual installments beginning on February 5, 2014.
( 13 )These RSUs vest in four annual installments beginning on August 5, 2014.
( 14 )These RSUs vest in three annual installments beginning on May 5, 2015.
( 15 )These RSUs vest in three annual installments beginning on May 5, 2016.
( 16 )These RSUs vest as to 50% of the shares on May 5, 2017 and 50% of the shares on May 5, 2018.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.