Sec Form 4 Filing - GOLDMAN KENNETH A @ INFINERA CORP - 2014-01-08

Insider filing report for Changes in Beneficial Ownership
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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
GOLDMAN KENNETH A
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/YY)
01/08/2014
(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 01/08/2014 M 12,100 A $ 7.25 49,334 D
Common Stock 01/08/2014 S( 1 ) 12,100 D $ 10 37,234 D
Common Stock 3,051 I See Footnote ( 2 )
Common Stock 33,722 I See Footnote ( 3 )
11. Nature of Indirect Beneficial Ownership
(Instr. 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy) $ 13 ( 4 ) 06/06/2017 Common Stock 12,500 12,500 D
Non-Qualified Stock Option (Right to Buy) $ 13.16 ( 4 ) 05/13/2018 Common Stock 12,500 12,500 D
Non-Qualified Stock Option (Right to Buy) $ 7.25 01/08/2014 M 12,100 ( 4 ) 05/18/2021 Common Stock 12,100 $ 0 0 D
Restricted Stock Units ( 5 ) ( 6 ) ( 6 ) Common Stock 13,333 13,333 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GOLDMAN KENNETH A
C/O INFINERA CORPORATION
140 CASPIAN COURT
SUNNYVALE, CA94089
X
Signatures
/s/ Ita M. Brennan, by Power of Attorney 01/10/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This sale was made in connection with the Reporting Person's Rule 10b5-1 Trading Plan, which was adopted on May 30, 2013.
( 2 )Shares held directly by the Goldman-Valeriote Family Trust u/a/d 11/15/95 for which the Reporting Person serves as trustee.
( 3 )Shares held directly by G.V. Partners, L.P. for which the Reporting Person serves as managing member.
( 4 )The option is fully vested.
( 5 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of INFN common stock.
( 6 )The RSUs fully vest on May 15, 2014.

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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