SEC Form 4 · accession 0001138639-17-000056
INFINERA Corp · INFN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David F Welch
Officer — President · Director
Period of report
Jun 23, 2017
Accepted (ET)
Jun 27, 2017 · 4:39 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001138639
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3 | Jun 23, 2017 | S | 13,600 | $12.0866 | D | 778,942 | I | See Footnote |
| Common StockF5,F6 | Jun 23, 2017 | S | 13,600 | $12.0866 | D | 293,993 | I | See Footnote |
| Common StockF8,F9 | Jun 23, 2017 | S | 12,800 | $12.0933 | D | 529,750 | I | See Footnote |
| Common StockF10 | holding | — | — | — | 140,000 | I | See Footnote | |
| Common StockF11 | holding | — | — | — | 2,500 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F12 | $7.61 | holding | — | — | — | — | Feb 28, 2018 | Common Stock | 2,817 | 2,817 | D |
| Employee Stock Option (Right to Buy)F12 | $7.61 | holding | — | — | — | — | Feb 28, 2018 | Common Stock | 81,683 | 81,683 | D |
| Employee Stock Option (Right to Buy)F12 | $7.11 | holding | — | — | — | — | Feb 10, 2019 | Common Stock | 100,000 | 100,000 | D |
| Employee Stock Option (Right to Buy)F12 | $7.45 | holding | — | — | — | — | Aug 10, 2019 | Common Stock | 150,000 | 150,000 | D |
| Employee Stock Option (Right to Buy)F12 | $8.58 | holding | — | — | — | — | Feb 10, 2021 | Common Stock | 20,250 | 20,250 | D |
| Employee Stock Option (Right to Buy)F12 | $8.58 | holding | — | — | — | — | Feb 10, 2021 | Common Stock | 60,750 | 60,750 | D |
| Employee Stock Option (Right to Buy)F12 | $8.58 | holding | — | — | — | — | Feb 10, 2021 | Common Stock | 39,465 | 39,465 | D |
| Employee Stock Option (Right to Buy)F12 | $8.58 | holding | — | — | — | — | Feb 10, 2021 | Common Stock | 41,535 | 41,535 | D |
| Restricted Stock UnitsF13,F14 | — | holding | — | — | — | — | — | Common Stock | 12,000 | 12,000 | D |
| Restricted Stock UnitsF13,F15 | — | holding | — | — | — | — | — | Common Stock | 9,590 | 9,590 | D |
| Restricted Stock UnitsF13,F16 | — | holding | — | — | — | — | — | Common Stock | 14,385 | 14,385 | D |
| Restricted Stock UnitsF13,F17 | — | holding | — | — | — | — | — | Common Stock | 65,137 | 65,137 | D |
| Restricted Stock UnitsF13,F18 | — | holding | — | — | — | — | — | Common Stock | 114,831 | 114,831 | D |
Explanation of responses
- F1This sale was made in connection with a Rule 10b5-1 Trading Plan for The Welch Family Trust u/a dtd 04/03/1996 ("The Welch Family Trust").
- F10These shares are held directly by The Welch Group, L.P., for which Dr. Welch is the general partner.
- F11These 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.
- F12This option is fully-vested.
- F13Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Company.
- F14These RSUs vest in four annual installments beginning on August 5, 2014.
- F15These RSUs vest in three annual installments beginning on May 5, 2016.
- F16These RSUs vest as to 50% of the shares on May 5, 2017 and 50% of the shares on May 5, 2018.
- F17These RSUs vest in four annual installments beginning on May 5, 2017.
- F18These RSUs vest in four annual installments beginning on May 5, 2018.
- F2This price represents the weighted average sale price of the shares sold by The Welch Family Trust in multiple transactions at prices ranging from $12 to $12.18 per share. Upon request by the staff of the Securities and Exchange Commission, Infinera Corporation (the "Company") or a security holder of the Company, Dr. Welch will provide full information regarding the number of shares sold at each separate price.
- F3These shares are held directly by The Welch Family Trust, for which Dr. Welch is a trustee.
- F4This sale was made in connection with a Rule 10b5-1 Trading Plan for LRFA, LLC ("LRFA").
- F5This price represents the weighted average sale price of the shares sold by LRFA in multiple transactions at prices ranging from $12 to $12.18 per share. Upon request by the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, Dr. Welch will provide full information regarding the number of shares sold at each separate price.
- F6These shares are held directly by LRFA, for which Dr. Welch is the sole managing member.
- F7This sale was made in connection with a Rule 10b5-1 Trading Plan for SEI Private Trust Company, Trustee of The Welch Family Heritage Trust I u/I dated 9/24/01 ("The Welch Family Heritage Trust").
- F8This price represents the weighted average sale price of the shares sold by The Welch Family Heritage Trust in multiple transactions at prices ranging from $12 to $12.18 per share. Upon request by the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, Dr. Welch will provide full information regarding the number of shares sold at each separate price.
- F9These shares are held directly by The Welch Family Heritage Trust, for which Dr. Welch is a trustee.