Sec Form 4 Filing - Jandro Robert J @ INFINERA Corp - 2020-02-07

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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The following is an SEC EDGAR document rendered as filed.
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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 *
Jandro Robert 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)
Former SVP, Worldwide Sales
(Last)
(First)
(Middle)
C/O INFINERA CORPORATION, 140 CASPIAN COURT
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
Common Stock 201,481 D
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 7,830 7,830 D
Restricted Stock Units ( 1 ) ( 3 )( 3 ) Common Stock 21,017 21,017 D
Restricted Stock Units ( 1 ) ( 4 )( 4 ) Common Stock 39,843 39,843 D
Restricted Stock Units ( 1 ) ( 5 )( 5 ) Common Stock 102,000 102,000 D
Restricted Stock Units ( 1 ) 02/07/2020A 7,373 ( 6 )( 6 ) Common Stock 7,373 $ 0 7,373 D
Restricted Stock Units ( 1 ) 02/07/2020A 10,118 ( 7 )( 7 ) Common Stock 10,118 $ 0 10,118 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Jandro Robert J
C/O INFINERA CORPORATION
140 CASPIAN COURT
SUNNYVALE, CA94089
Former SVP, Worldwide Sales
Signatures
/s/ Michael Post, by Power of Attorney02/11/2020
** 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 )These RSUs vest in four annual installments beginning on May 5, 2017.
( 3 )These RSUs vest in four annual installments beginning on May 5, 2018.
( 4 )These RSUs vest in four annual installments beginning on May 5, 2019.
( 5 )These RSUs vest in three annual installments beginning on May 5, 2020.
( 6 )On February 21, 2017, Mr. Jandro was granted a performance share unit ("PSU") award for a target number of 42,035 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, 7,373 shares of common stock underlying this award will vest on May 5, 2020, subject to Mr. Jandro's continuous status as a service provider through such date.
( 7 )On February 15, 2018, Mr. Jandro was granted a PSU award for a target number of 35,416 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, 10,118 shares of common stock underlying this award will vest on May 5, 2020, subject to Mr. Jandro's continuous status as a service provider through such date.

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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