Sec Form 4 Filing - MCCARTHY MICHAEL O III @ INFINERA CORP - 2013-05-31

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
MCCARTHY MICHAEL O III
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)
Chief Legal & Admin Officer
(Last) (First) (Middle)
C/O INFINERA CORPORATION, 140 CASPIAN COURT
3. Date of Earliest Transaction (MM/DD/YY)
05/31/2013
(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 05/31/2013 M 103,578 A $ 7.61 204,191 D
Common Stock 05/31/2013 S 103,578 D $ 10.9061 ( 2 ) 100,613 D
Common Stock 05/31/2013 S 20,000 D $ 10.5525 80,613 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
Employee Stock Option (Right to Buy) $ 8.19 ( 1 ) 11/23/2016 Common Stock 56,250 56,250 D
Employee Stock Option (Right to Buy) $ 7.61 05/31/2013 M 25,642 ( 1 ) 06/06/2017 Common Stock 25,642 $ 0 0 D
Employee Stock Option (Right to Buy) $ 7.61 05/31/2013 M 29,355 ( 1 ) 06/06/2017 Common Stock 29,355 $ 0 0 D
Employee Stock Option (Right to Buy) $ 7.61 05/31/2013 M 2,236 ( 1 ) 02/28/2018 Common Stock 2,236 $ 0 0 D
Employee Stock Option (Right to Buy) $ 7.61 05/31/2013 M 46,345 ( 1 ) 02/28/2018 Common Stock 46,345 $ 0 0 D
Employee Stock Option (Right to Buy) $ 8.58 ( 1 ) 02/10/2021 Common Stock 16,250 16,250 D
Employee Stock Option (Right to Buy) $ 8.58 ( 1 ) 02/10/2021 Common Stock 48,750 48,750 D
Employee Stock Option (Right to Buy) $ 8.58 ( 1 ) 02/10/2021 Common Stock 27,195 27,195 D
Employee Stock Option (Right to Buy) $ 8.58 ( 1 ) 02/10/2021 Common Stock 19,749 19,749 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCCARTHY MICHAEL O III
C/O INFINERA CORPORATION
140 CASPIAN COURT
SUNNYVALE, CA94089
Chief Legal & Admin Officer
Signatures
/s/ Donica Forensich, by Power of Attorney 06/03/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The option is fully vested.
( 2 )This price represents the weighted average sale price of the shares sold ranging from $10.55 to $10.945 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

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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