SEC Form 4 · accession 0001138639-17-000068
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
Aug 5, 2017
Accepted (ET)
Aug 8, 2017 · 8:22 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 StockF1 | Aug 5, 2017 | M | 12,000 | $0.00 | A | 789,242 | I | See Footnote |
| Common StockF1 | Aug 5, 2017 | F | 4,891 | $9.57 | D | 784,351 | I | See Footnote |
| Common StockF3,F1 | Aug 8, 2017 | S | 20,000 | $9.2891 | D | 764,351 | I | See Footnote |
| Common StockF4 | holding | — | — | — | 292,293 | I | See Footnote | |
| Common StockF5 | holding | — | — | — | 528,150 | I | See Footnote | |
| Common StockF6 | holding | — | — | — | 140,000 | I | See Footnote | |
| Common StockF7 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF9,F10 | — | Aug 5, 2017 | M | 12,000 | D | — | — | Common Stock | 12,000 | 0 | D |
| Employee Stock Option (Right to Buy)F8 | $7.61 | holding | — | — | — | — | Feb 28, 2018 | Common Stock | 2,817 | 2,817 | D |
| Employee Stock Option (Right to Buy)F8 | $7.61 | holding | — | — | — | — | Feb 28, 2018 | Common Stock | 81,683 | 81,683 | D |
| Employee Stock Option (Right to Buy)F8 | $7.11 | holding | — | — | — | — | Feb 10, 2019 | Common Stock | 100,000 | 100,000 | D |
| Employee Stock Option (Right to Buy)F8 | $7.45 | holding | — | — | — | — | Aug 10, 2019 | Common Stock | 150,000 | 150,000 | D |
| Employee Stock Option (Right to Buy)F8 | $8.58 | holding | — | — | — | — | Feb 10, 2021 | Common Stock | 20,250 | 20,250 | D |
| Employee Stock Option (Right to Buy)F8 | $8.58 | holding | — | — | — | — | Feb 10, 2021 | Common Stock | 60,750 | 60,750 | D |
| Employee Stock Option (Right to Buy)F8 | $8.58 | holding | — | — | — | — | Feb 10, 2021 | Common Stock | 39,465 | 39,465 | D |
| Employee Stock Option (Right to Buy)F8 | $8.58 | holding | — | — | — | — | Feb 10, 2021 | Common Stock | 41,535 | 41,535 | D |
| Restricted Stock UnitsF9,F11 | — | holding | — | — | — | — | — | Common Stock | 9,590 | 9,590 | D |
| Restricted Stock UnitsF9,F12 | — | holding | — | — | — | — | — | Common Stock | 14,385 | 14,385 | D |
| Restricted Stock UnitsF9,F13 | — | holding | — | — | — | — | — | Common Stock | 65,137 | 65,137 | D |
| Restricted Stock UnitsF9,F14 | — | holding | — | — | — | — | — | Common Stock | 114,831 | 114,831 | D |
Explanation of responses
- F1These shares are held directly by The Welch Family Trust u/a dtd 04/03/1996 ("The Welch Family Trust"), for which Dr. Welch is a trustee.
- F10These RSUs vested in full on August 5, 2017.
- F11These RSUs vest in three annual installments beginning on May 5, 2016.
- F12These RSUs vest in full on May 5, 2018.
- F13These RSUs vest in four annual installments beginning on May 5, 2017.
- F14These RSUs vest in four annual installments beginning on May 5, 2018.
- F2This sale was made in connection with a Rule 10b5-1 Trading Plan for The Welch Family Trust.
- F3This price represents the weighted average sale price of the shares sold by The Welch Family Trust in multiple transactions at prices ranging from $9.16 to $9.37 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.
- F4These shares are held directly by LRFA, LLC, for which Dr. Welch is the sole managing member.
- F5These shares are held directly by The Welch Family Heritage Trust I u/I dated 9/24/01, for which Dr. Welch is a trustee.
- F6These shares are held directly by The Welch Group, L.P., for which Dr. Welch is a general partner.
- F7These 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.
- F8This option is fully-vested.
- F9Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Company.