SEC FORM 4

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

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
X	Officer (give title below)	Other (specify below)
	Chief Strategy & Tech. Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/05/2018		M		9,590	A	$0	573,941	I	See Footnote⁽¹⁾
Common Stock	05/05/2018		F		3,317	D	$12.01	570,624	I	See Footnote⁽¹⁾
Common Stock	05/05/2018		M		14,385	A	$0	585,009	I	See Footnote⁽¹⁾
Common Stock	05/05/2018		F		4,975	D	$12.01	580,034	I	See Footnote⁽¹⁾
Common Stock	05/05/2018		M		21,713	A	$0	601,747	I	See Footnote⁽¹⁾
Common Stock	05/05/2018		F		7,509	D	$12.01	594,238	I	See Footnote⁽¹⁾
Common Stock	05/05/2018		M		28,708	A	$0	622,946	I	See Footnote⁽¹⁾
Common Stock	05/05/2018		F		11,122	D	$12.01	611,824	I	See Footnote⁽¹⁾
Common Stock								292,293	I	See Footnote⁽²⁾
Common Stock								528,150	I	See Footnote⁽³⁾
Common Stock								140,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$7.11							⁽⁶⁾	02/10/2019	Common Stock	100,000		100,000	D
Employee Stock Option (Right to Buy)	$7.45							⁽⁶⁾	08/10/2019	Common Stock	150,000		150,000	D
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⁾	05/05/2018		M			9,590	⁽⁸⁾	⁽⁸⁾	Common Stock	9,590	$0	0	D
Restricted Stock Units	⁽⁷⁾	05/05/2018		M			14,385	⁽⁹⁾	⁽⁹⁾	Common Stock	14,385	$0	0	D
Restricted Stock Units	⁽⁷⁾	05/05/2018		M			21,713	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	65,137	$0	43,424	D
Restricted Stock Units	⁽⁷⁾	05/05/2018		M			28,708	⁽¹¹⁾	⁽¹¹⁾	Common Stock	114,831	$0	86,123	D
Restricted Stock Units	⁽⁷⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	68,750		68,750	D

Explanation of Responses:

1. These shares are held directly by The Welch Family Trust, for which Dr. Welch is a trustee.

2. These shares are held directly by LRFA, LLC, for which Dr. Welch is the sole managing member.

3. These shares are held directly by The Welch Family Heritage Trust I u/I dated 9/24/01, for which Dr. Welch is a trustee.

4. These shares are held directly by The Welch Group, L.P., for which Dr. Welch is a general partner.

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 Infinera Corporation common stock.

8. These RSUs vest in three annual installments beginning on May 5, 2016.

9. These RSUs vest in full on May 5, 2018.

10. These RSUs vest in four annual installments beginning on May 5, 2017.

11. These RSUs vest in four annual installments beginning on May 5, 2018.

12. These RSUs vest in four annual installments beginning on May 5, 2019.

Remarks:

	/s/ Michael Post, by Power of Attorney	05/08/2018
	** 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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