SEC Form 4 · accession 0001209191-15-007495
INFINERA Corp · INFN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas J Fallon
Officer — Chief Executive Officer · Director
Period of report
Jan 27, 2015
Accepted (ET)
Jan 29, 2015 · 5:06 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 | Jan 27, 2015 | M | 80,556 | $7.61 | A | 80,556 | D | |
| Common Stock | Jan 27, 2015 | M | 2,817 | $7.61 | A | 83,373 | D | |
| Common Stock | Jan 27, 2015 | M | 66,627 | $7.61 | A | 150,000 | D | |
| Common StockF2 | Jan 27, 2015 | S | 150,000 | $16.5167 | D | 0 | D | |
| Common StockF2,F3 | Jan 27, 2015 | S | 50,000 | $16.5167 | D | 730,719 | I | See Footnote |
| Common StockF5,F6 | Jan 27, 2015 | S | 905 | $16.5292 | D | 0 | I | See Footnote |
| Common StockF8,F9 | Jan 27, 2015 | S | 903 | $16.5478 | D | 0 | I | See Footnote |
| Common StockF11,F12 | Jan 27, 2015 | S | 903 | $16.5214 | D | 0 | I | See Footnote |
| Common StockF14,F15 | Jan 27, 2015 | S | 903 | $16.5345 | D | 0 | 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)F16 | $7.61 | Jan 27, 2015 | M | 80,556 | D | — | Jun 6, 2017 | Common Stock | 80,556 | 0 | D |
| Employee Stock Option (Right to Buy)F16 | $7.61 | Jan 27, 2015 | M | 2,817 | D | — | Feb 28, 2018 | Common Stock | 2,817 | 0 | D |
| Employee Stock Option (Right to Buy)F16 | $7.61 | Jan 27, 2015 | M | 66,627 | D | — | Feb 28, 2018 | Common Stock | 81,683 | 15,056 | D |
| Employee Stock Option (Right to Buy)F16 | $8.19 | holding | — | — | — | — | Nov 23, 2016 | Common Stock | 75,000 | 75,000 | D |
| Employee Stock Option (Right to Buy)F16 | $8.19 | holding | — | — | — | — | Nov 23, 2019 | Common Stock | 5,595 | 5,595 | D |
| Employee Stock Option (Right to Buy)F16 | $8.19 | holding | — | — | — | — | Nov 23, 2019 | Common Stock | 294,405 | 294,405 | D |
| Employee Stock Option (Right to Buy)F16 | $8.58 | holding | — | — | — | — | Feb 10, 2021 | Common Stock | 14,286 | 14,286 | D |
| Employee Stock Option (Right to Buy)F16 | $8.58 | holding | — | — | — | — | Feb 10, 2021 | Common Stock | 32,965 | 32,965 | D |
| Employee Stock Option (Right to Buy)F16 | $8.58 | holding | — | — | — | — | Feb 10, 2021 | Common Stock | 30,475 | 30,475 | D |
| Employee Stock Option (Right to Buy)F16 | $8.58 | holding | — | — | — | — | Feb 10, 2021 | Common Stock | 182,250 | 182,250 | D |
| Restricted Stock UnitsF17,F18 | — | holding | — | — | — | — | — | Common Stock | 51,666 | 51,666 | D |
| Restricted Stock UnitsF17,F19 | — | holding | — | — | — | — | — | Common Stock | 75,333 | 75,333 | D |
| Restricted Stock UnitsF17,F20 | — | holding | — | — | — | — | — | Common Stock | 106,888 | 106,888 | D |
Explanation of responses
- F1This sale was made in connection with Mr. Fallon's Rule 10b5-1 Trading Plan, which was adopted on May 15, 2014.
- F10This sale was made in connection with the Rule 10b5-1 Trading Plan for The Georgia M. Fallon 2006 Trust U/A DTD 05/02/2006, which was adopted on May 15, 2014.
- F11This price represents the weighted average sale price of the shares sold in multiple transactions at prices ranging from $16.25 to $16.68 per share. Upon request by the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, Mr. Fallon will provide full information regarding the number of shares sold at each separate price.
- F12These shares are held directly by The Georgia M. Fallon 2006 Trust U/A DTD 05/02/2006, for which Mr. Fallon is a trustee. Mr. Fallon disclaims beneficial ownership of the shares held in this trust, and this report shall not be deemed an admission that Mr. Fallon is the beneficial owner of the shares held in this trust for purposes of Section 16 or for any other purpose.
- F13This sale was made in connection with the Rule 10b5-1 Trading Plan for The Audrey N. Fallon 2006 Trust U/A DTD 05/02/2006, which was adopted on May 15, 2014.
- F14This price represents the weighted average sale price of the shares sold in multiple transactions at prices ranging from $16.28 to $16.66 per share. Upon request by the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, Mr. Fallon will provide full information regarding the number of shares sold at each separate price.
- F15These shares are held directly by The Audrey N. Fallon 2006 Trust U/A DTD 05/02/2006, for which Mr. Fallon is a trustee. Mr. Fallon disclaims beneficial ownership of the shares held in this trust, and this report shall not be deemed an admission that Mr. Fallon is the beneficial owner of the shares held in this trust for purposes of Section 16 or for any other purpose.
- F16This option is fully-vested.
- F17Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Company.
- F18These RSUs vest in three annual installments beginning on February 5, 2013.
- F19These RSUs vest in three annual installments beginning on February 5, 2014.
- F2This price represents the weighted average sale price of the shares sold in multiple transactions at prices ranging from $16.24 to $16.6946 per share. Upon request by the staff of the Securities and Exchange Commission, Infinera Corporation(the "Company") or a security holder of the Company, Mr. Fallon will provide full information regarding the number of shares sold at each separate price.
- F20These RSUs vest in three annual installments beginning on May 5, 2015.
- F3These shares are held directly by The Fallon Family Revocable Trust dated 9/7/94, for which Mr. Fallon is a trustee.
- F4This sale was made in connection with the Rule 10b5-1 Trading Plan for The Nolan M. Fallon 2006 Trust U/A DTD 05/02/2006, which was adopted on May 15, 2014.
- F5This price represents the weighted average sale price of the shares sold in multiple transactions at prices ranging from $16.29 to $16.64 per share. Upon request by the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, Mr. Fallon will provide full information regarding the number of shares sold at each separate price.
- F6These shares are held directly by The Nolan M. Fallon 2006 Trust U/A DTD 05/02/2006, for which Mr. Fallon is a trustee. Mr. Fallon disclaims beneficial ownership of the shares held in this trust, and this report shall not be deemed an admission that Mr. Fallon is the beneficial owner of the shares held in this trust for purposes of Section 16 or for any other purpose.
- F7This sale was made in connection with the Rule 10b5-1 Trading Plan for The Riley T. Fallon 2006 Trust U/A DTD 05/02/2006, which was adopted on May 15, 2014.
- F8This price represents the weighted average sale price of the shares sold in multiple transactions at prices ranging from $16.29 to $16.68 per share. Upon request by the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, Mr. Fallon will provide full information regarding the number of shares sold at each separate price.
- F9These shares are held directly by The Riley T. Fallon 2006 Trust U/A DTD 05/02/2006, for which Mr. Fallon is a trustee. Mr. Fallon disclaims beneficial ownership of the shares held in this trust, and this report shall not be deemed an admission that Mr. Fallon is the beneficial owner of the shares held in this trust for purposes of Section 16 or for any other purpose.