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
6373 SAN IGNACIO AVENUE
(Street)
SAN JOSE CA 95119
(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)
05/05/2021
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 05/05/2021 M 33,333 A $0 640,645 I See Footnote(1)
Common Stock 05/05/2021 F 11,778 D $8.58 628,867 I See Footnote(1)
Common Stock 05/05/2021 M 17,187 A $0 646,054 I See Footnote(1)
Common Stock 05/05/2021 F 5,944 D $8.58 640,110 I See Footnote(1)
Common Stock 05/05/2021 M 28,707 A $0 668,817 I See Footnote(1)
Common Stock 05/05/2021 F 9,927 D $8.58 658,890 I See Footnote(1)
Common Stock 05/05/2021 M 14,549 A $0 673,439 I See Footnote(1)
Common Stock 05/05/2021 F 5,032 D $8.58 668,407 I See Footnote(1)
Common Stock 2,500 I See Footnote(2)
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
Restricted Stock Units (3) 05/05/2021 M 33,333 (4) (4) Common Stock 33,333 $0 33,333 D
Restricted Stock Units (3) 05/05/2021 M 17,187 (5) (5) Common Stock 17,187 $0 17,187 D
Restricted Stock Units (3) 05/05/2021 M 28,707 (6) (6) Common Stock 28,707 $0 0 D
Restricted Stock Units (3) 05/05/2021 M 14,549 (7) (7) Common Stock 14,549 $0 0 D
Explanation of Responses:
1. 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.
2. 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.
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 three annual installments beginning on May 5, 2020, subject to Dr. Welch's continued service to the Company through each applicable vesting date.
5. These RSUs vest in three annual installments beginning on May 5, 2019, subject to Dr. Welch's continued service to the Company through each applicable vesting date.
6. These RSUs vest in four annual installments beginning on May 5, 2018, subject to Dr. Welch's continued service to the Company through each applicable vesting date.
7. On February 15, 2018, Dr. Welch was granted a PSU award for a target number of 45,833 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 were 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 third performance period, as determined by the Company's Compensation Committee per the terms of the original grant, resulting in an RSU award of 14,549 shares that was subject to time-based vesting. This time-based vesting was satisfied on May 5, 2021. The Form 4 filed on March 11, 2021 with respect to the performance vesting of the PSU award erroneously stated that the RSU award was for 14,550 shares.
Remarks:
/s/ Michael Hopp, by Power of Attorney 05/07/2021
** 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).
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