Sec Form 4 Filing - Brennan Ita M @ INFINERA CORP - 2013-08-22

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
Brennan Ita M
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 Financial Officer
(Last) (First) (Middle)
C/O INFINERA CORPORATION, 140 CASPIAN COURT
3. Date of Earliest Transaction (MM/DD/YY)
08/22/2013
(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 08/22/2013 S( 10 ) 12,500 D $ 9.9987 ( 11 ) 116,036 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) $ 2 ( 1 ) 09/07/2016 Common Stock 2,344 2,344 D
Employee Stock Option (Right to Buy) $ 8.19 ( 1 ) 11/23/2016 Common Stock 37,500 37,500 D
Employee Stock Option (Right to Buy) $ 6.71 ( 1 ) 03/02/2019 Common Stock 50,000 50,000 D
Employee Stock Option (Right to Buy) $ 7.45 ( 1 ) 08/10/2019 Common Stock 33,000 33,000 D
Employee Stock Option (Right to Buy) $ 6.9 ( 2 ) 06/26/2020 Common Stock 62,226 62,226 D
Employee Stock Option (Right to Buy) $ 6.9 ( 2 ) 06/26/2020 Common Stock 12,774 12,774 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 ( 3 ) 02/10/2021 Common Stock 65,000 65,000 D
Restricted Stock Units ( 4 ) ( 5 ) ( 5 ) Common Stock 651 651 D
Restricted Stock Units ( 4 ) ( 5 ) ( 5 ) Common Stock 929 929 D
Restricted Stock Units ( 4 ) ( 6 ) ( 6 ) Common Stock 9,375 9,375 D
Restricted Stock Units ( 4 ) ( 7 ) ( 7 ) Common Stock 11,000 11,000 D
Restricted Stock Units ( 4 ) ( 8 ) ( 8 ) Common Stock 42,666 42,666 D
Restricted Stock Units ( 4 ) ( 9 ) ( 9 ) Common Stock 100,000 100,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brennan Ita M
C/O INFINERA CORPORATION
140 CASPIAN COURT
SUNNYVALE, CA94089
Chief Financial Officer
Signatures
/s/ Donica Forensich, by Power of Attorney 08/23/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The option is fully vested.
( 2 )The option vests and becomes exercisable in forty-eight monthly installments beginning on June 26, 2010.
( 3 )The option vests and becomes exercisable in thirty-six monthly installments beginning on February 10, 2011.
( 4 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of INFN common stock.
( 5 )The RSUs vest in sixteen quarterly installments beginning on March 5, 2010.
( 6 )The RSUs vest in four annual installments beginning on July 1, 2011.
( 7 )The RSUs vest in three annual installments beginning on February 5, 2012.
( 8 )The RSUs vest in three annual installments beginning on February 5, 2013.
( 9 )The RSUs vest in three annual installments beginning on February 5, 2014.
( 10 )This sale was made in connection with the Reporting Person's Rule 10b5-1 Trading Plan, which was adopted on May 30, 2013.
( 11 )This price represents the weighted average sale price of the shares sold ranging from $9.86 to $10.20 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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