SEC Form 4 · accession 0001209191-15-036741
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
Apr 27, 2015
Accepted (ET)
Apr 28, 2015 · 6:07 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 StockF2,F3 | Apr 27, 2015 | S | 10,000 | $20.394 | D | 257,966 | I | See Footnote |
| Common StockF5,F6 | Apr 27, 2015 | S | 20,000 | $20.3971 | D | 140,000 | I | See Footnote |
| Common Stock | holding | — | — | — | 14,132 | D | ||
| Common StockF7 | holding | — | — | — | 319,493 | I | See Footnote | |
| Common StockF8 | holding | — | — | — | 553,750 | I | See Footnote | |
| Common StockF9 | 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)F10 | $2.00 | holding | — | — | — | — | Aug 8, 2016 | Common Stock | 50,000 | 50,000 | D |
| Employee Stock Option (Right to Buy)F10 | $2.00 | holding | — | — | — | — | Aug 8, 2016 | Common Stock | 137,500 | 137,500 | D |
| Employee Stock Option (Right to Buy)F10 | $8.19 | holding | — | — | — | — | Nov 23, 2016 | Common Stock | 75,000 | 75,000 | D |
| Employee Stock Option (Right to Buy)F10 | $7.61 | holding | — | — | — | — | Jun 6, 2017 | Common Stock | 29,214 | 29,214 | D |
| Employee Stock Option (Right to Buy)F10 | $7.61 | holding | — | — | — | — | Jun 6, 2017 | Common Stock | 101,342 | 101,342 | D |
| Employee Stock Option (Right to Buy)F10 | $7.61 | holding | — | — | — | — | Feb 28, 2018 | Common Stock | 2,817 | 2,817 | D |
| Employee Stock Option (Right to Buy)F10 | $7.61 | holding | — | — | — | — | Feb 28, 2018 | Common Stock | 81,683 | 81,683 | D |
| Employee Stock Option (Right to Buy)F10 | $7.11 | holding | — | — | — | — | Feb 10, 2019 | Common Stock | 100,000 | 100,000 | D |
| Employee Stock Option (Right to Buy)F10 | $7.45 | holding | — | — | — | — | Aug 10, 2019 | Common Stock | 150,000 | 150,000 | D |
| Employee Stock Option (Right to Buy)F10 | $8.58 | holding | — | — | — | — | Feb 10, 2021 | Common Stock | 20,250 | 20,250 | D |
| Employee Stock Option (Right to Buy)F10 | $8.58 | holding | — | — | — | — | Feb 10, 2021 | Common Stock | 60,750 | 60,750 | D |
| Employee Stock Option (Right to Buy)F10 | $8.58 | holding | — | — | — | — | Feb 10, 2021 | Common Stock | 39,465 | 39,465 | D |
| Employee Stock Option (Right to Buy)F10 | $8.58 | holding | — | — | — | — | Feb 10, 2021 | Common Stock | 41,535 | 41,535 | D |
| Restricted Stock UnitsF11,F12 | — | holding | — | — | — | — | — | Common Stock | 20,000 | 20,000 | D |
| Restricted Stock UnitsF11,F13 | — | holding | — | — | — | — | — | Common Stock | 36,000 | 36,000 | D |
| Restricted Stock UnitsF11,F14 | — | holding | — | — | — | — | — | Common Stock | 62,770 | 62,770 | D |
| Restricted Stock UnitsF11,F15 | — | holding | — | — | — | — | — | Common Stock | 28,770 | 28,770 | D |
| Restricted Stock UnitsF11,F16 | — | holding | — | — | — | — | — | Common Stock | 28,770 | 28,770 | 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.
- F10This option is fully-vested.
- F11Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Company's common stock.
- 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.
- F15These RSUs vest in three annual installments beginning on May 5, 2016.
- F16These RSUs vest as to 50% of the shares on May 5, 2017 and 50% of the shares on May 5, 2018.
- F2This price represents the weighted average sale price of the shares sold in multiple transactions at prices ranging from $20.19 to $20.62 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.
- F5This price represents the weighted average sale price of the shares sold in multiple transactions at prices ranging from $20.17 to $20.64 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.
- F6These shares are held directly by The Welch Group, for which Dr. Welch is the general partner.
- F7These shares are held directly by LRFA, LLC, for which Dr. Welch is the sole managing member.
- F8These shares are held directly by SEI Private Trust Company, Trustee of The Welch Family Heritage Trust I u/I dated 9/24/01.
- F9These 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.