SEC Form 4 · accession 0001138639-18-000037

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 21, 2018

Accepted (ET)

Feb 23, 2018 · 5:05 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 Stock^F2,F3	Feb 21, 2018	S	35,407	$10.0067	D	564,351	I	See Footnote
Common Stock^F4	holding	—	—		—	292,293	I	See Footnote
Common Stock^F5	holding	—	—		—	528,150	I	See Footnote
Common Stock^F6	holding	—	—		—	140,000	I	See Footnote
Common Stock^F7	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)^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 Units^F9,F10	—	holding	—	—	—	—	—	Common Stock	9,590	9,590	D
Restricted Stock Units^F9,F11	—	holding	—	—	—	—	—	Common Stock	14,385	14,385	D
Restricted Stock Units^F9,F12	—	holding	—	—	—	—	—	Common Stock	65,137	65,137	D
Restricted Stock Units^F9,F13	—	holding	—	—	—	—	—	Common Stock	114,831	114,831	D
Restricted Stock Units^F9,F14	—	holding	—	—	—	—	—	Common Stock	68,750	68,750	D

Explanation of responses

F1This 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").
F10These RSUs vest in three annual installments beginning on May 5, 2016.
F11These RSUs vest in full on May 5, 2018.
F12These RSUs vest in four annual installments beginning on May 5, 2017.
F13These RSUs vest in four annual installments beginning on May 5, 2018.
F14These RSUs vest in four annual installments beginning on May 5, 2019.
F2This 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 $10.04 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.
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 the Company's common stock.