SEC Form 4 · accession 0001209191-16-096705
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 5, 2016
Accepted (ET)
Feb 9, 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 StockF1 | Feb 5, 2016 | M | 20,000 | $0.00 | A | 293,709 | I | See Footnote |
| Common StockF1 | Feb 5, 2016 | F | 7,747 | $14.40 | D | 285,962 | I | See Footnote |
| Common StockF1 | Feb 5, 2016 | M | 37,500 | $0.00 | A | 323,462 | I | See Footnote |
| Common StockF1 | Feb 5, 2016 | F | 14,093 | $14.40 | D | 309,369 | I | See Footnote |
| Common StockF1 | Feb 5, 2016 | M | 20,923 | $0.00 | A | 330,292 | I | See Footnote |
| Common StockF1 | Feb 5, 2016 | F | 9,174 | $14.40 | D | 321,118 | I | See Footnote |
| Common StockF1 | Feb 5, 2016 | M | 9,015 | $0.00 | A | 330,133 | I | See Footnote |
| Common StockF1 | Feb 5, 2016 | F | 4,705 | $14.40 | D | 325,428 | I | See Footnote |
| Common StockF2 | holding | — | — | — | 140,000 | I | See Footnote | |
| Common StockF3 | holding | — | — | — | 319,493 | I | See Footnote | |
| Common StockF4 | holding | — | — | — | 553,750 | I | See Footnote | |
| Common StockF5 | holding | — | — | — | 2,500 | I | See Footnote | |
| Common Stock | holding | — | — | — | 14,132 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF7,F8 | — | Feb 5, 2016 | M | 20,000 | D | — | — | Common Stock | 20,000 | 0 | D |
| Restricted Stock UnitsF7,F13 | — | Feb 5, 2016 | M | 37,500 | D | — | — | Common Stock | 37,500 | 0 | D |
| Restricted Stock UnitsF7,F14 | — | Feb 5, 2016 | M | 20,923 | D | — | — | Common Stock | 20,923 | 0 | D |
| Restricted Stock UnitsF7,F15 | — | Feb 5, 2016 | M | 9,015 | D | — | — | Common Stock | 9,015 | 0 | 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 UnitsF7,F9 | — | holding | — | — | — | — | — | Common Stock | 24,000 | 24,000 | D |
| Restricted Stock UnitsF7,F10 | — | holding | — | — | — | — | — | Common Stock | 41,846 | 41,846 | D |
| Restricted Stock UnitsF7,F11 | — | holding | — | — | — | — | — | Common Stock | 28,770 | 28,770 | D |
| Restricted Stock UnitsF7,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.
- F13This includes 37,500 shares granted pursuant to a performance-based RSU award, which vested and released to Dr. Welch effective February 5, 2016.
- F14This includes 20,923 shares granted pursuant to a performance-based RSU award, which vested and released to Dr. Welch effective February 5, 2016.
- F15This includes 9,015 shares granted pursuant to a performance-based RSU award, which vested and released to Dr. Welch effective February 5, 2016.
- 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.