SEC Form 4 · accession 0001138639-18-000033
INFINERA Corp · INFN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David F Welch
Officer — Chief Strategy & Tech. Officer · Director
Period of report
Feb 15, 2018
Accepted (ET)
Feb 20, 2018 · 6:16 pm EST
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 | Feb 20, 2018 | M | 2,817 | $7.61 | A | 667,168 | I | See Footnote |
| Common StockF3,F2 | Feb 20, 2018 | S | 2,817 | $9.8821 | D | 664,351 | I | See Footnote |
| Common StockF2 | Feb 20, 2018 | M | 81,683 | $7.61 | A | 746,034 | I | See Footnote |
| Common StockF4,F2 | Feb 20, 2018 | S | 81,683 | $10.0057 | D | 664,351 | I | See Footnote |
| Common StockF6,F2 | Feb 20, 2018 | S | 64,593 | $10.0627 | D | 599,758 | I | See Footnote |
| Common StockF7 | holding | — | — | — | 292,293 | I | See Footnote | |
| Common StockF8 | holding | — | — | — | 528,150 | I | See Footnote | |
| Common StockF9 | holding | — | — | — | 140,000 | I | See Footnote | |
| Common StockF10 | 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)F11 | $7.61 | Feb 20, 2018 | M | 2,817 | D | — | Feb 28, 2018 | Common Stock | 2,817 | 0 | D |
| Employee Stock Option (Right to Buy)F11 | $7.61 | Feb 20, 2018 | M | 81,683 | D | — | Feb 28, 2018 | Common Stock | 81,683 | 0 | D |
| Restricted Stock UnitsF12,F17 | — | Feb 15, 2018 | A | 68,750 | A | — | — | Common Stock | 68,750 | 68,750 | D |
| Employee Stock Option (Right to Buy)F11 | $7.11 | holding | — | — | — | — | Feb 10, 2019 | Common Stock | 100,000 | 100,000 | D |
| Employee Stock Option (Right to Buy)F11 | $7.45 | holding | — | — | — | — | Aug 10, 2019 | Common Stock | 150,000 | 150,000 | D |
| Employee Stock Option (Right to Buy)F11 | $8.58 | holding | — | — | — | — | Feb 10, 2021 | Common Stock | 20,250 | 20,250 | D |
| Employee Stock Option (Right to Buy)F11 | $8.58 | holding | — | — | — | — | Feb 10, 2021 | Common Stock | 60,750 | 60,750 | D |
| Employee Stock Option (Right to Buy)F11 | $8.58 | holding | — | — | — | — | Feb 10, 2021 | Common Stock | 39,465 | 39,465 | D |
| Employee Stock Option (Right to Buy)F11 | $8.58 | holding | — | — | — | — | Feb 10, 2021 | Common Stock | 41,535 | 41,535 | D |
| Restricted Stock UnitsF12,F13 | — | holding | — | — | — | — | — | Common Stock | 9,590 | 9,590 | D |
| Restricted Stock UnitsF12,F14 | — | holding | — | — | — | — | — | Common Stock | 14,385 | 14,385 | D |
| Restricted Stock UnitsF12,F15 | — | holding | — | — | — | — | — | Common Stock | 65,137 | 65,137 | D |
| Restricted Stock UnitsF12,F16 | — | holding | — | — | — | — | — | Common Stock | 114,831 | 114,831 | D |
Explanation of responses
- F1This exercise and sale was made pursuant to a Rule 10b5-1 Trading Plan for The Welch Family Trust u/a dtd 04/03/1996 ("The Welch Family Trust") in connection with stock options that were scheduled to expire on February 28, 2018.
- F10These 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.
- F11This option is fully-vested.
- F12Each restricted stock unit ("RSU") represents a contingent right to receive one share of Infinera Corporation common stock.
- F13These RSUs vest in three annual installments beginning on May 5, 2016.
- F14These RSUs vest in full on May 5, 2018.
- F15These RSUs vest in four annual installments beginning on May 5, 2017.
- F16These RSUs vest in four annual installments beginning on May 5, 2018.
- F17These RSUs vest in four annual installments beginning on May 5, 2019.
- F2These shares are held directly by The Welch Family Trust, for which Dr. Welch is a trustee.
- F3This price represents the weighted average sale price of the shares sold by The Welch Family Trust in multiple transactions at prices ranging from $9.68 to $10.01 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.
- F4This price represents the weighted average sale price of the shares sold by The Welch Family Trust in multiple transactions at prices ranging from $9.68 to $10.20 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.
- F5This sale was made pursuant to a Rule 10b5-1 Trading Plan for The Welch Family Trust.
- F6This price represents the weighted average sale price of the shares sold by The Welch Family Trust in multiple transactions at prices ranging from $10.00 to $10.20 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.
- F7These shares are held directly by LRFA, LLC, for which Dr. Welch is the sole managing member.
- F8These shares are held directly by The Welch Family Heritage Trust I u/I dated 9/24/01, for which Dr. Welch is a trustee.
- F9These shares are held directly by The Welch Group, L.P., for which Dr. Welch is a general partner.