0001138639-24-000108.txt : 20240514 0001138639-24-000108.hdr.sgml : 20240514 20240514214436 ACCESSION NUMBER: 0001138639-24-000108 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240512 FILED AS OF DATE: 20240514 DATE AS OF CHANGE: 20240514 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HEARD DAVID W CENTRAL INDEX KEY: 0001245146 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33486 FILM NUMBER: 24946826 MAIL ADDRESS: STREET 1: C/O INFINERA CORPORATION STREET 2: 140 CASPIAN COURT CITY: SUNNYVALE STATE: CA ZIP: 94089 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Infinera Corp CENTRAL INDEX KEY: 0001138639 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 770560433 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 BUSINESS ADDRESS: STREET 1: 6373 SAN IGNACIO AVENUE CITY: SAN JOSE STATE: CA ZIP: 95119 BUSINESS PHONE: 408-572-5200 MAIL ADDRESS: STREET 1: 6373 SAN IGNACIO AVENUE CITY: SAN JOSE STATE: CA ZIP: 95119 FORMER COMPANY: FORMER CONFORMED NAME: INFINERA Corp DATE OF NAME CHANGE: 20161219 FORMER COMPANY: FORMER CONFORMED NAME: INFINERA CORP DATE OF NAME CHANGE: 20030528 FORMER COMPANY: FORMER CONFORMED NAME: ZEPTON NETWORKS INC DATE OF NAME CHANGE: 20010418 4 1 wk-form4_1715737463.xml FORM 4 X0508 4 2024-05-12 0 0001138639 Infinera Corp INFN 0001245146 HEARD DAVID W C/O INFINERA CORPORATION 6373 SAN IGNACIO AVENUE SAN JOSE CA 95119 1 1 0 0 Chief Executive Officer 0 Common Stock 2024-05-12 4 A 0 179567 0 A 1096567 D Common Stock 2024-05-12 4 F 0 81930 5.06 D 1014637 D On March 9, 2021, Infinera Corporation (the "Company") granted Mr. Heard performance share award covering 258,000 shares ("PSAs") that could be earned during fiscal 2021 through fiscal 2023, based on achievement of (a) performance goals applicable to the first 50% of the award (a "tranche") consisting of a non-GAAP operating income goal and a revenue goal, and (b) a performance goal for the second 50% tranche consisting of a non-GAAP operating income goal, in each case measured over a full fiscal year during the performance period (the "PSA Award"). Each PSA represents a contingent right to receive one share of common stock of the Company. On May 12, 2024, given fiscal 2023 non-GAAP operating income of $87.2 million and revenue of $1,614.1 million, the Compensation Committee of the Board of Directors of the Company certified that (i) 77.06% of the shares subject to the first tranche of the PSA Award became eligible to vest and (ii) 62.14% of the shares subject to the second tranche of the PSA Award became eligible to vest. As a result, 179,567 shares of common stock underlying the PSA Award vested on May 12, 2024. The balance of 78,433 shares subject to the PSA Award were forfeited. Represents shares that have been withheld by Company to satisfy tax withholding and remittance obligations in connection with the net settlement of vested PSAs granted to Mr. Heard on March 9, 2021. /s/ Nicholas Janof, by Power of Attorney 2024-05-14