SEC Form 4 · accession 0000899243-19-003104

INFINERA Corp · INFN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Between January 29, 2019 and February 4, 2019, Oaktree Capital Management, L.P. ("OCM") purchased on behalf of several third party accounts for which it serves as investment adviser and affiliated investment funds an aggregate of $4,500,000 principal amount of 2.125% Convertible Senior Notes due 2024 (the "Notes") in open market transactions. These purchases by OCM were made on behalf of several third party accounts and affiliated investment funds as part of Oaktree's convertibles strategy, which has a different set of investment professionals from those who are involved in Oaktree Optical Holdings, L.P., which holds 20,975,384 shares of the issuer's common stock, par value $0.001 per share.
• F2The conversion rate for the Notes is initially 101.2812 shares of common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $9.87 per share of issuer common stock), subject to adjustment. OCM expressly disclaims beneficial ownership of these Notes to the extent that its advisory arrangement does not result in a reportable pecuniary interest in such Notes under Section 16 of the Securities Exchange Act of 1934, as amended.
• F3The registrant may convert the Notes at any time prior to the close of business on the business day immediately preceding June 1, 2024 only under the following circumstances: (1) during any fiscal quarter, if the last reported sale price of the common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
• F4(continued from footnote 3) (2) during the five business day period after any five consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the issuer's common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events.
• F5This Form 4 is also being filed by (i) Oaktree Holdings, Inc. ("Holdings") in its capacity as general partner of OCM; (ii) Oaktree Capital Group, LLC ("OCG") in its capacity as the sole shareholder of Holdings; and (iii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP") in its capacity as the duly appointed manager of OCG (each a "Reporting Person" and, collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the Notes reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of the Notes reported herein.
• F6Holdings is the general partner of OCM. OCGH GP is a limited liability company managed by an executive committee consisting of Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, John B. Frank, and Jay S. Wintrob (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed to have indirect beneficial ownership of the Notes reported herein. Each OCGH GP Member expressly disclaims beneficial ownership of the Notes reported herein, except to the extent of his respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of the Notes reported herein.