Sec Form 4 Filing - Welch David F @ INFINERA Corp - 2019-03-27

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
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/YY)
03/27/2019
(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 05/05/2019 M 21,712 A $ 0 1,476,686 I See Footnote ( 1 )
Common Stock 05/05/2019 F 7,419 D $ 4.43 1,469,267 I See Footnote ( 1 )
Common Stock 05/05/2019 M 28,708 A $ 0 1,497,975 I See Footnote ( 1 )
Common Stock 05/05/2019 F 9,928 D $ 4.43 1,488,047 I See Footnote ( 1 )
Common Stock 05/05/2019 M 17,188 A $ 0 1,505,235 I See Footnote ( 1 )
Common Stock 05/05/2019 F 5,944 D $ 4.43 1,499,291 I See Footnote ( 1 )
Common Stock 117,293 I See Footnote ( 2 )
Common Stock 0 ( 3 ) I See Footnote ( 3 )
Common Stock 0 ( 4 ) I See Footnote ( 4 )
Common Stock 2,500 I See Footnote ( 5 )
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) $ 7.45 ( 6 ) 08/10/2019 Common Stock 150,000 150,000 D
Employee Stock Option (Right to Buy) $ 8.58 ( 6 ) 02/10/2021 Common Stock 20,250 20,250 D
Employee Stock Option (Right to Buy) $ 8.58 ( 6 ) 02/10/2021 Common Stock 60,750 60,750 D
Employee Stock Option (Right to Buy) $ 8.58 ( 6 ) 02/10/2021 Common Stock 39,465 39,465 D
Employee Stock Option (Right to Buy) $ 8.58 ( 6 ) 02/10/2021 Common Stock 41,535 41,535 D
Restricted Stock Units ( 7 ) 03/27/2019 A 100,000 ( 8 ) ( 8 ) Common Stock 100,000 $ 0 100,000 D
Restricted Stock Units ( 7 ) 05/05/2019 M 21,712 ( 9 ) ( 9 ) Common Stock 21,712 $ 0 21,712 D
Restricted Stock Units ( 7 ) 05/05/2019 M 28,708 ( 10 ) ( 10 ) Common Stock 28,708 $ 0 57,415 D
Restricted Stock Units ( 7 ) 05/05/2019 M 17,188 ( 11 ) ( 11 ) Common Stock 17,188 $ 0 51,562 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
Signatures
/s/ Michael Post, by Power of Attorney 05/07/2019
Signature of Reporting Person Date
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. Since Dr. Welch's last Form 4 filing on May 8, 2018: (i) 175,000 shares which were previously held directly by LRFA, LLC ("LRFA"), were re-registered and are now held directly by The Welch Family Trust; (ii) 71,400 shares, which were previously held directly by The Welch Group, L.P. ("The Welch Group"), were re-registered and are now held directly by The Welch Family Trust; and (iii) 596,750 shares, which were previously held directly by Alexandra J. Welch, TTEE Welch Family Heritage Trust I U/A DTD 9/24/2001 ("The Welch Family Heritage Trust"), were re-registered and are now held directly by The Welch Family Trust.
( 2 )These shares are held directly by LRFA, for which Dr. Welch is the sole managing member. Since Dr. Welch's last Form 4 filing, 175,000 shares, which were previously held directly by LRFA, were re-registered and are now held directly by The Welch Family Trust.
( 3 )These shares are held directly by The Welch Family Heritage Trust, for which Dr. Welch is a trustee. Since Dr. Welch's last Form 4 filing on May 8, 2018: (i) 528,150 shares, which were previously held directly by The Welch Family Heritage Trust, were re-registered and are now held directly by The Welch Family Trust; and (ii) 68,600 shares, which were previously held directly by The Welch Group, were re-registered and are now held directly by The Welch Family Trust. The share balance for this account is now zero.
( 4 )These shares are held directly by The Welch Group for which Dr. Welch is a general partner. Since Dr. Welch's last filing Form 4 filing on May 8, 2018: (i) 68,600 shares, which were previously held directly by The Welch Group, were re-registered and are now held directly by The Welch Family Heritage Trust; and (ii) 71,400 shares, which were previously held directly by The Welch Group, were re-registered and are now held directly by The Welch Family Trust. The share balance for this account is now zero.
( 5 )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.
( 6 )This option is fully-vested.
( 7 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of Infinera Corporation.
( 8 )These RSUs vest in three annual installments beginning on May 5, 2020.
( 9 )These RSUs vest in four annual installments beginning on May 5, 2017.
( 10 )These RSUs vest in four annual installments beginning on May 5, 2018.
( 11 )These RSUs vest in three annual installments beginning on May 5, 2019.

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