SEC Form 4 · accession 0001209191-16-095289

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

Feb 1, 2016

Accepted (ET)

Feb 3, 2016 · 4:14 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^F1	holding	—	—		—	769,456	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^F3,F7	—	Feb 1, 2016	A	84,999	A	—	—	Common Stock	84,999	84,999	D
Restricted Stock Units^F3,F8	—	Feb 1, 2016	A	80,164	A	—	—	Common Stock	80,164	80,164	D
Restricted Stock Units^F3,F9	—	Feb 1, 2016	A	25,960	A	—	—	Common Stock	25,960	25,960	D
Employee Stock Option (Right to Buy)^F2	$8.19	holding	—	—	—	—	Nov 23, 2019	Common Stock	90,056	90,056	D
Employee Stock Option (Right to Buy)^F2	$8.58	holding	—	—	—	—	Feb 10, 2021	Common Stock	14,286	14,286	D
Employee Stock Option (Right to Buy)^F2	$8.58	holding	—	—	—	—	Feb 10, 2021	Common Stock	32,965	32,965	D
Employee Stock Option (Right to Buy)^F2	$8.58	holding	—	—	—	—	Feb 10, 2021	Common Stock	30,475	30,475	D
Employee Stock Option (Right to Buy)^F2	$8.58	holding	—	—	—	—	Feb 10, 2021	Common Stock	182,250	182,250	D
Restricted Stock Units^F3,F4	—	holding	—	—	—	—	—	Common Stock	37,666	37,666	D
Restricted Stock Units^F3,F5	—	holding	—	—	—	—	—	Common Stock	71,258	71,258	D
Restricted Stock Units^F3,F6	—	holding	—	—	—	—	—	Common Stock	55,240	55,240	D

Explanation of responses

F1These shares are held directly by The Fallon Family Revocable Trust dated 9/7/94, for which Mr. Fallon is a trustee.
F2This option is fully-vested.
F3Each restricted stock unit ("RSU") represents a contingent right to receive one share of Infinera Corporation common stock.
F4These RSUs vest in three annual installments beginning on February 5, 2014.
F5These RSUs vest in three annual installments beginning on May 5, 2015.
F6These RSUs vest in three annual installments beginning on May 5, 2016.
F7On January 30, 2013, Mr. Fallon was granted a performance-based RSU award at target for 170,000 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 third performance period, as determined by the administrator per the terms of the original grant, and the common stock issuable with respect to these 84,999 performance-based RSUs will vest on February 5, 2016, subject to Mr. Fallon's continuous status as a service provider through such date.
F8On February 25, 2014, Mr. Fallon was granted a performance-based RSU award at target for 160,330 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 80,164 performance-based RSUs will vest on February 5, 2016, subject to Mr. Fallon's continuous status as a service provider through such date.
F9On February 24, 2015, Mr. Fallon was granted a performance-based RSU award at target for 51,920 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 25,960 performance-based RSUs will vest on February 5, 2016, subject to Mr. Fallon's continuous status as a service provider through such date.