Sec Form 4 Filing - Walden Nicholas @ INFINERA Corp - 2020-02-07

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 Walden Nicholas 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) SVP, Worldwide Sales (Last) (First) (Middle) C/O INFINERA CORPORATION 3. Date of Earliest Transaction (MM/DD/YY) 02/07/2020 (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

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 Restricted Stock Units ( 1 ) ( 2 ) ( 2 ) Common Stock 47,100 47,100 D Restricted Stock Units ( 1 ) 02/07/2020 A 1,169 ( 3 ) ( 3 ) Common Stock 1,169 $ 0 1,169 D Restricted Stock Units ( 1 ) 02/07/2020 A 2,220 ( 4 ) ( 4 ) Common Stock 2,220 $ 0 2,220 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Walden Nicholas C/O INFINERA CORPORATION SUNNYVALE, CA94089 SVP, Worldwide Sales Signatures /s/ Michael Post, by Power of Attorney 02/11/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of Infinera Corporation (the "Company"). ( 2 )The RSUs vest as to one-third of the shares on the one year anniversary of the vesting commencement date, which is February 5, 2020, and 1/12th quarterly thereafter, subject to Mr. Walden's continuous status as a service provider through each applicable vest date. ( 3 )On March 13, 2017, Mr. Walden was granted a performance share unit ("PSU") award for a target number of 6,667 shares of common stock that could become eligible to vest in three equal separate installments, subject to the achievement of certain performance criteria in each of the three different performance periods. The shares are eligible to vest based on the total stockholder return ("TSR") performance of the Company in each performance period relative to that of the companies that comprise S&P North American Technology Multimedia Networking Index (the "S&P Networking Index"). The performance objective related to this award was partially achieved for the third and final performance period, as determined by the compensation committee per the terms of the original grant. As a result, 1,169 shares of common stock underlying this award will vest on May 5, 2020, subject to Mr. Walden's continuous status as a service provider through such date. ( 4 )On March 12, 2018, Mr. Walden was granted a PSU award for a target number of 7,772 shares of common stock that could become eligible to vest in three equal separate installments, subject to the achievement of certain performance criteria in each of the three different performance periods. The shares are eligible to vest based on the TSR performance of the Company in each performance period relative to that of the companies that comprise the S&P Networking Index. The performance objective related to this award was partially achieved for the second performance period, as determined by the compensation committee per the terms of the original grant. As a result, 2,220 shares of common stock underlying this award will vest on May 5, 2020, subject to Mr. Walden's continuous status as a service provider through such date.

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