Sec Form 4 Filing - Fallon Thomas J @ INFINERA CORP - 2015-11-02

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) 11/02/2015 (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 11/02/2015 M 75,000 A $ 8.19 75,000 D Common Stock 11/02/2015 M 5,595 A $ 8.19 80,595 D Common Stock 11/02/2015 M 69,405 A $ 8.19 150,000 D Common Stock 11/02/2015 S( 1 ) 150,000 D $ 19.8459 ( 2 ) 0 D Common Stock 11/02/2015 S( 1 ) 50,000 D $ 19.8459 ( 2 ) 769,456 I See Footnote ( 3 )

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 Expirat ion 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 11/02/2015 M 75,000 ( 4 ) 11/23/2016 Common Stock 75,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 8.19 11/02/2015 M 5,595 ( 4 ) 11/23/2019 Common Stock 5,595 $ 0 0 D Employee Stock Option (Right to Buy) $ 8.19 11/02/2015 M 69,405 ( 4 ) 11/23/2019 Common Stock 159,461 $ 0 90,056 D Employee Stock Option (Right to Buy) $ 8.58 ( 4 ) 02/10/2021 Common Stock 14,286 14,286 D Employee Stock Option (Right to Buy) $ 8.58 ( 4 ) 02/10/2021 Common Stock 32,965 32,965 D Employee Stock Option (Right to Buy) $ 8.58 ( 4 ) 02/10/2021 Common Stock 30,475 30,475 D Employee Stock Option (Right to Buy) $ 8.58 ( 4 ) 02/10/2021 Common Stock 182,250 182,250 D Restricted Stock Units ( 5 ) ( 6 ) ( 6 ) Common Stock 37,666 37,666 D Restricted Stock Units ( 5 ) ( 7 ) ( 7 ) Common Stock 71,258 71,258 D Restricted Stock Units ( 5 ) ( 8 ) ( 8 ) Common Stock 55,240 55,240 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Off icer 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 11/04/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This sale was made in connection with Mr. Fallon's Rule 10b5-1 Trading Plan, which was adopted on May 29, 2015. ( 2 )This price represents the weighted average sale price of the shares sold in multiple transactions at prices ranging from $19.49 to $20.08 per share. Upon request by the staff of the Securities and Exchange Commission, Infinera Corporation (the "Company") or a security holder of the Company, Mr. Fallon will provide full information regarding the number of shares sold at each separate price. ( 3 )These shares are held directly by The Fallon Family Revocable Trust dated 9/7/94, for which Mr. Fallon is a trustee. ( 4 )This option is fully-vested. ( 5 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Company. ( 6 )These RSUs vest in three annual installments beginning on February 5, 2014. ( 7 )These RSUs vest in three annual installments beginning on May 5, 2015. ( 8 )These RSUs vest in three annual installments beginning on May 5, 2016.

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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