SEC Form 4 · accession 0001209191-15-009512

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

Feb 2, 2015

Accepted (ET)

Feb 4, 2015 · 5:31 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 2, 2015	S	10,000	$16.0378	D	246,788	I	See Footnote
Common Stock^F2,F5	Feb 2, 2015	S	20,000	$16.0741	D	240,000	I	See Footnote
Common Stock	holding	—	—		—	14,132	D
Common Stock^F6	holding	—	—		—	319,493	I	See Footnote
Common Stock^F7	holding	—	—		—	553,750	I	See Footnote
Common Stock^F8	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 Units^F10,F15	—	Feb 2, 2015	A	37,500	A	—	—	Common Stock	37,500	37,500	D
Restricted Stock Units^F10,F16	—	Feb 2, 2015	A	20,923	A	—	—	Common Stock	20,923	20,923	D
Employee Stock Option (Right to Buy)^F9	$2.00	holding	—	—	—	—	Aug 8, 2016	Common Stock	50,000	50,000	D
Employee Stock Option (Right to Buy)^F9	$2.00	holding	—	—	—	—	Aug 8, 2016	Common Stock	137,500	137,500	D
Employee Stock Option (Right to Buy)^F9	$8.19	holding	—	—	—	—	Nov 23, 2016	Common Stock	75,000	75,000	D
Employee Stock Option (Right to Buy)^F9	$7.61	holding	—	—	—	—	Jun 6, 2017	Common Stock	29,214	29,214	D
Employee Stock Option (Right to Buy)^F9	$7.61	holding	—	—	—	—	Jun 6, 2017	Common Stock	101,342	101,342	D
Employee Stock Option (Right to Buy)^F9	$7.61	holding	—	—	—	—	Feb 28, 2018	Common Stock	2,817	2,817	D
Employee Stock Option (Right to Buy)^F9	$7.61	holding	—	—	—	—	Feb 28, 2018	Common Stock	81,683	81,683	D
Employee Stock Option (Right to Buy)^F9	$7.11	holding	—	—	—	—	Feb 10, 2019	Common Stock	100,000	100,000	D
Employee Stock Option (Right to Buy)^F9	$7.45	holding	—	—	—	—	Aug 10, 2019	Common Stock	150,000	150,000	D
Employee Stock Option (Right to Buy)^F9	$8.58	holding	—	—	—	—	Feb 10, 2021	Common Stock	20,250	20,250	D
Employee Stock Option (Right to Buy)^F9	$8.58	holding	—	—	—	—	Feb 10, 2021	Common Stock	60,750	60,750	D
Employee Stock Option (Right to Buy)^F9	$8.58	holding	—	—	—	—	Feb 10, 2021	Common Stock	39,465	39,465	D
Employee Stock Option (Right to Buy)^F9	$8.58	holding	—	—	—	—	Feb 10, 2021	Common Stock	41,535	41,535	D
Restricted Stock Units^F10,F11	—	holding	—	—	—	—	—	Common Stock	26,333	26,333	D
Restricted Stock Units^F10,F12	—	holding	—	—	—	—	—	Common Stock	40,000	40,000	D
Restricted Stock Units^F10,F13	—	holding	—	—	—	—	—	Common Stock	36,000	36,000	D
Restricted Stock Units^F10,F14	—	holding	—	—	—	—	—	Common Stock	62,770	62,770	D

Explanation of responses

F1This sale was made in connection with the Rule 10b5-1 Trading Plan for The Welch Family Trust u/a dtd 04/03/1996 ("The Welch Family Trust"), which was adopted on May 29, 2014.
F10Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Company.
F11These RSUs vest in three annual installments beginning on February 5, 2013.
F12These RSUs vest in three annual installments beginning on February 5, 2014.
F13These RSUs vest in four annual installments beginning on August 5, 2014.
F14These RSUs vest in three annual installments beginning on May 5, 2015.
F15On January 30, 2013, Dr. Welch was granted a performance-based RSU award at target for 75,000 shares of common stock, subject to the achievement of certain performance criteria. One-third of the shares are eligible to vest in each performance period up to a maximum of 150% of target. The performance criteria related to these shares were met at 150% of target for the second performance period, as determined by the administrator per the terms of the original grant, and the common stock issuable with respect to these 37,500 performance-based RSUs will vest on February 5, 2015, subject to Dr. Welch's continuous status as a service provider through such date.
F16On February 25, 2014, Dr. Welch was granted a performance-based RSU award at target for 41,847 shares of common stock, subject to the achievement of certain performance criteria. One-third of the shares are eligible to vest in each performance period up to a maximum of 150% of target. The performance criteria related to these shares were met at 150% of target for the first performance period, as determined by the administrator per the terms of the original grant, and the common stock issuable with respect to these 20,923 performance-based RSUs will vest on February 5, 2015, subject to Dr. Welch's continuous status as a service provider through such date.
F2This price represents the weighted average sale price of the shares sold in multiple transactions at prices ranging from $15.81 to $16.30 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 the Rule 10b5-1 Trading Plan for The Welch Group, L.P. ("The Welch Group"), which was adopted on May 29, 2014.
F5These shares are held directly by The Welch Group, for which Dr. Welch is the general partner.
F6These shares are held directly by LRFA, LLC, for which Dr. Welch is the sole managing member.
F7These shares are held directly by SEI Private Trust Company, Trustee of The Welch Family Heritage Trust I u/I dated 9/24/01.
F8These 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.
F9This option is fully-vested.