Sec Form 4 Filing - Fallon Thomas J @ INFINERA Corp - 2020-03-04

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
Fallon Thomas J
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)
Chief Executive Officer
(Last) (First) (Middle)
C/O INFINERA CORPORATION, 140 CASPIAN COURT
3. Date of Earliest Transaction (MM/DD/YY)
03/04/2020
(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 1,482,246 I See Footnote ( 1 )
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) $ 8.58 ( 2 ) 02/10/2021 Common Stock 14,286 182,250 D
Employee Stock Option (Right to Buy) $ 8.58 ( 2 ) 02/10/2021 Common Stock 32,965 182,250 D
Employee Stock Option (Right to Buy) $ 8.58 ( 2 ) 02/10/2021 Common Stock 30,475 182,250 D
Employee Stock Option (Right to Buy) $ 8.58 ( 2 ) 02/10/2021 Common Stock 182,250 182,250 D
Restricted Stock Units ( 3 ) ( 4 ) ( 4 ) Common Stock 21,712 21,712 D
Restricted Stock Units ( 3 ) ( 5 ) ( 5 ) Common Stock 57,415 57,415 D
Restricted Stock Units ( 3 ) ( 6 ) ( 6 ) Common Stock 101,562 101,562 D
Performance Stock Units ( 7 ) ( 8 ) ( 8 ) Common Stock 162,500 162,500 D
Restricted Stock Units ( 3 ) ( 9 ) ( 9 ) Common Stock 30,217 30,217 D
Restricted Stock Units ( 3 ) ( 10 ) ( 10 ) Common Stock 58,032 58,032 D
Restricted Stock Units ( 3 ) 03/04/2020 A 220,000 ( 11 ) ( 11 ) Common Stock 220,000 $ 0 220,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fallon Thomas J
C/O INFINERA CORPORATION
140 CASPIAN COURT
SUNNYVALE, CA94089
X Chief Executive Officer
Signatures
/s/ Michael Post, by Power of Attorney 03/06/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares are held directly by The Fallon Family Revocable Trust dated 9/7/94, for which Mr. Fallon is a trustee.
( 2 )This option is fully-vested.
( 3 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of Infinera Corporation (the "Company").
( 4 )These RSUs vest in four annual installments beginning on May 5, 2017, subject to Mr. Fallon's continued service to the Company through each applicable vesting date.
( 5 )These RSUs vest in four annual installments beginning on May 5, 2018, subject to Mr. Fallon 's continued service to the Company through each applicable vesting date.
( 6 )These RSUs vest in four annual installments beginning on May 5, 2019, subject to Mr. Fallon's continued service to the Company through each applicable vesting date.
( 7 )Each performance share unit ("PSU") represents a contingent right to receive one share of common stock of the Company.
( 8 )These PSUs become eligible to vest, if at all, within three years of March 28, 2019 (the "Grant Date") if the closing price of the Company's common stock is equal to or greater than $10.00 per share for 90 consecutive days. If the performance target is met prior to the expiration of the three-year term, a pro-rata portion of the PSUs will vest on the 5th of the month after the certification date and the remaining portion will vest on the 5th of the month immediately following the end of the three-year term, subject to Mr. Fallon remaining a service provider through each such date. For example, if the performance target is met in the eighteenth month after the Grant Date then half the shares will be eligible to vest, and the remaining half will vest after the expiration of the three-year term.
( 9 )On February 21, 2017, Mr. Fallon was granted a PSU award for a target number of 172,247 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, 30,217 shares of common stock underlying this award will vest on May 5, 2020, subject to Mr. Fallon's continuous status as a service provider through such date.
( 10 )On February 15, 2018, Mr. Fallon was granted a PSU award for a target number of 203,125 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, 58,032 shares of common stock underlying this award will vest on May 5, 2020, subject to Mr. Fallon's continuous status as a service provider through such date.
( 11 )These RSUs vest as to one-third of the shares on the one year anniversary of the vesting commencement date, which is March 5, 2020, and 1/12th quarterly thereafter, subject to Mr. Fallon's continued service to the Company through each applicable vesting date.

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