SEC Form 4 · accession 0001209191-16-095292

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 1, 2016

Accepted (ET)

Feb 3, 2016 · 4:15 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001138639

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Stock	holding	—	—	—	14,132	D
Common Stock^F1	holding	—	—	—	273,709	I	See Footnote
Common Stock^F2	holding	—	—	—	140,000	I	See Footnote
Common Stock^F3	holding	—	—	—	319,493	I	See Footnote
Common Stock^F4	holding	—	—	—	553,750	I	See Footnote
Common Stock^F5	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^F7,F13	—	Feb 1, 2016	A	37,500	A	—	—	Common Stock	37,500	37,500	D
Restricted Stock Units^F7,F14	—	Feb 1, 2016	A	20,923	A	—	—	Common Stock	20,923	20,923	D
Restricted Stock Units^F7,F15	—	Feb 1, 2016	A	9,015	A	—	—	Common Stock	9,015	9,015	D
Employee Stock Option (Right to Buy)^F6	$2.00	holding	—	—	—	—	Aug 8, 2016	Common Stock	50,000	50,000	D
Employee Stock Option (Right to Buy)^F6	$2.00	holding	—	—	—	—	Aug 8, 2016	Common Stock	137,500	137,500	D
Employee Stock Option (Right to Buy)^F6	$8.19	holding	—	—	—	—	Nov 23, 2016	Common Stock	75,000	75,000	D
Employee Stock Option (Right to Buy)^F6	$7.61	holding	—	—	—	—	Jun 6, 2017	Common Stock	29,214	29,214	D
Employee Stock Option (Right to Buy)^F6	$7.61	holding	—	—	—	—	Jun 6, 2017	Common Stock	101,342	101,342	D
Employee Stock Option (Right to Buy)^F6	$7.61	holding	—	—	—	—	Feb 28, 2018	Common Stock	2,817	2,817	D
Employee Stock Option (Right to Buy)^F6	$7.61	holding	—	—	—	—	Feb 28, 2018	Common Stock	81,683	81,683	D
Employee Stock Option (Right to Buy)^F6	$7.11	holding	—	—	—	—	Feb 10, 2019	Common Stock	100,000	100,000	D
Employee Stock Option (Right to Buy)^F6	$7.45	holding	—	—	—	—	Aug 10, 2019	Common Stock	150,000	150,000	D
Employee Stock Option (Right to Buy)^F6	$8.58	holding	—	—	—	—	Feb 10, 2021	Common Stock	20,250	20,250	D
Employee Stock Option (Right to Buy)^F6	$8.58	holding	—	—	—	—	Feb 10, 2021	Common Stock	60,750	60,750	D
Employee Stock Option (Right to Buy)^F6	$8.58	holding	—	—	—	—	Feb 10, 2021	Common Stock	39,465	39,465	D
Employee Stock Option (Right to Buy)^F6	$8.58	holding	—	—	—	—	Feb 10, 2021	Common Stock	41,535	41,535	D
Restricted Stock Units^F7,F8	—	holding	—	—	—	—	—	Common Stock	20,000	20,000	D
Restricted Stock Units^F7,F9	—	holding	—	—	—	—	—	Common Stock	24,000	24,000	D
Restricted Stock Units^F7,F10	—	holding	—	—	—	—	—	Common Stock	41,846	41,846	D
Restricted Stock Units^F7,F11	—	holding	—	—	—	—	—	Common Stock	28,770	28,770	D
Restricted Stock Units^F7,F12	—	holding	—	—	—	—	—	Common Stock	28,770	28,770	D

Explanation of responses

F1These shares are held directly by The Welch Family Trust, for which Dr. Welch is a trustee.
F10These RSUs vest in three annual installments beginning on May 5, 2015.
F11These RSUs vest in three annual installments beginning on May 5, 2016.
F12These RSUs vest as to 50% of the shares on May 5, 2017 and 50% of the shares on May 5, 2018.
F13On 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 third 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, 2016, subject to Dr. Welch's continuous status as a service provider through such date.
F14On 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 second 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, 2016, subject to Dr. Welch's continuous status as a service provider through such date.
F15On February 24, 2015, Dr. Welch was granted a performance-based RSU award at target for 18,030 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 9,015 performance-based RSUs will vest on February 5, 2016, subject to Dr. Welch's continuous status as a service provider through such date.
F2These shares are held directly by The Welch Group, for which Dr. Welch is the general partner.
F3These shares are held directly by LRFA, LLC, for which Dr. Welch is the sole managing member.
F4These shares are held directly by SEI Private Trust Company, Trustee of The Welch Family Heritage Trust I u/I dated 9/24/01.
F5These 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.
F6This option is fully-vested.
F7Each restricted stock unit ("RSU") represents a contingent right to receive one share of Infinera Corporation common stock.
F8These RSUs vest in three annual installments beginning on February 5, 2014.
F9These RSUs vest in four annual installments beginning on August 5, 2014.