SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Welch David F

(Last) (First) (Middle)
C/O INFINERA CORPORATION
140 CASPIAN COURT

(Street)
SUNNYVALE CA 94089

(City) (State) (Zip)
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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/10/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 08/10/2020 S 125,000 D $8.0657(1) 1,466,451 I See Footnote(2)
Common Stock 08/10/2020 S 50,000 D $8.1602(3) 67,293 I See Footnote(4)
Common Stock 2,500 I See Footnote(5)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 (6) 02/10/2021 Common Stock 20,250 20,250 D
Employee Stock Option (Right to Buy) $8.58 (6) 02/10/2021 Common Stock 60,750 60,750 D
Employee Stock Option (Right to Buy) $8.58 (6) 02/10/2021 Common Stock 39,465 39,465 D
Employee Stock Option (Right to Buy) $8.58 (6) 02/10/2021 Common Stock 41,535 41,535 D
Restricted Stock Units (7) (8) (8) Common Stock 66,666 66,666 D
Restricted Stock Units (7) (9) (9) Common Stock 28,707 28,707 D
Restricted Stock Units (7) (10) (10) Common Stock 34,374 34,374 D
Restricted Stock Units (7) (11) (11) Common Stock 75,000 75,000 D
Explanation of Responses:
1. This price represents the weighted average sale price of the shares sold in multiple transactions at prices ranging from $8.00 to $8.40 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. Welch will provide full information regarding the number of shares sold at each separate price. The shares were sold pursuant to a Rule 10b5-1 trading plan entered into by the Reporting Person.
2. These shares are held directly by The Welch Family Trust U/A DTD 4/3/1996 ("The Welch Family Trust"), for which Dr. Welch is a trustee.
3. This price represents the weighted average sale price of the shares sold in multiple transactions at prices ranging from $8.00 to $8.40 per share. Upon request by the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, Mr. Welch will provide full information regarding the number of shares sold at each separate price.
4. These shares are held directly by LRFA, LLC, for which Dr. Welch is the sole managing member.
5. These shares are held directly by Dr. Welch as a trustee for his children. Dr. Welch disclaims beneficial ownership of the shares held in trust for his children, and this report shall not be deemed an admission that Dr. Welch is the beneficial owner of the shares held in trust for his children for purposes of Section 16 or for any other purpose.
6. This option is fully-vested.
7. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Company.
8. These RSUs vest in three annual installments beginning on May 5, 2020, subject to Mr. Welch's continued service to the Company through each applicable vesting date.
9. These RSUs vest in four annual installments beginning on May 5, 2018, subject to Mr. Welch's continued service to the Company through each applicable vesting date.
10. These RSUs vest in three annual installments beginning on May 5, 2019, subject to Mr. Welch's continued service to the Company through each applicable vesting 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. Welch's continued service to the Company through each applicable vesting date.
Remarks:
/s/ David L. Teichmann, by Power of Attorney 08/12/2020
** Signature of Reporting Person 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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