SEC Form 4 · accession 0001209191-17-011559
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 14, 2017
Accepted (ET)
Feb 16, 2017 · 5:08 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 StockF2,F3,F4 | Feb 14, 2017 | S | 11,900 | $12.2555 | D | 620,408 | I | See Footnote |
| Common StockF6,F7 | Feb 14, 2017 | S | 11,900 | $12.2564 | D | 307,593 | I | See Footnote |
| Common StockF9,F10 | Feb 14, 2017 | S | 11,200 | $12.2561 | D | 542,550 | I | See Footnote |
| Common StockF11 | holding | — | — | — | 140,000 | I | See Footnote | |
| Common StockF12 | 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)F13 | $7.61 | holding | — | — | — | — | Jun 6, 2017 | Common Stock | 29,214 | 29,214 | D |
| Employee Stock Option (Right to Buy)F13 | $7.61 | holding | — | — | — | — | Jun 6, 2017 | Common Stock | 101,342 | 101,342 | D |
| Employee Stock Option (Right to Buy)F13 | $7.61 | holding | — | — | — | — | Feb 28, 2018 | Common Stock | 2,817 | 2,817 | D |
| Employee Stock Option (Right to Buy)F13 | $7.61 | holding | — | — | — | — | Feb 28, 2018 | Common Stock | 81,683 | 81,683 | D |
| Employee Stock Option (Right to Buy)F13 | $7.11 | holding | — | — | — | — | Feb 10, 2019 | Common Stock | 100,000 | 100,000 | D |
| Employee Stock Option (Right to Buy)F13 | $7.45 | holding | — | — | — | — | Aug 10, 2019 | Common Stock | 150,000 | 150,000 | D |
| Employee Stock Option (Right to Buy)F13 | $8.58 | holding | — | — | — | — | Feb 10, 2021 | Common Stock | 20,250 | 20,250 | D |
| Employee Stock Option (Right to Buy)F13 | $8.58 | holding | — | — | — | — | Feb 10, 2021 | Common Stock | 60,750 | 60,750 | D |
| Employee Stock Option (Right to Buy)F13 | $8.58 | holding | — | — | — | — | Feb 10, 2021 | Common Stock | 39,465 | 39,465 | D |
| Employee Stock Option (Right to Buy)F13 | $8.58 | holding | — | — | — | — | Feb 10, 2021 | Common Stock | 41,535 | 41,535 | D |
| Restricted Stock UnitsF14,F15 | — | holding | — | — | — | — | — | Common Stock | 12,000 | 12,000 | D |
| Restricted Stock UnitsF14,F16 | — | holding | — | — | — | — | — | Common Stock | 20,923 | 20,923 | D |
| Restricted Stock UnitsF14,F17 | — | holding | — | — | — | — | — | Common Stock | 19,180 | 19,180 | D |
| Restricted Stock UnitsF14,F18 | — | holding | — | — | — | — | — | Common Stock | 28,770 | 28,770 | D |
| Restricted Stock UnitsF14,F19 | — | holding | — | — | — | — | — | Common Stock | 86,850 | 86,850 | 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 August 17, 2016.
- F10These shares are held directly by The Welch Family Heritage Trust, for which Dr. Welch is a trustee.
- F11These shares are held directly by The Welch Group, L.P., for which Dr. Welch is the general partner.
- F12These 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.
- F13This option is fully-vested.
- F14Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Company's common stock.
- F15These RSUs vest in four annual installments beginning on August 5, 2014.
- F16These RSUs vest in three annual installments beginning on May 5, 2015.
- F17These RSUs vest in three annual installments beginning on May 5, 2016.
- F18These RSUs vest as to 50% of the shares on May 5, 2017 and 50% of the shares on May 5, 2018.
- F19These RSUs vest in four annual installments beginning on May 5, 2017.
- F2This price represents the weighted average sale price of the shares sold by The Welch Family Trust in multiple transactions at prices ranging from $12 to $12.37 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.
- F3This includes 2,673 shares acquired under the Company's 2007 Employee Stock Purchase Plan on February 15, 2017.
- F4These shares are held directly by The Welch Family Trust, for which Dr. Welch is a trustee.
- F5This sale was made in connection with the Rule 10b5-1 Trading Plan for LRFA, LLC ("LRFA"), which was adopted on August 17, 2016.
- F6This price represents the weighted average sale price of the shares sold by LRFA in multiple transactions at prices ranging from $12 to $12.37 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.
- F7These shares are held directly by LRFA, for which Dr. Welch is the sole managing member.
- F8This sale was made in connection with the Rule 10b5-1 Trading Plan for SEI Private Trust Company, Trustee of The Welch Family Heritage Trust I u/I dated 9/24/01 ("The Welch Family Heritage Trust"), which was adopted on August 17, 2016.
- F9This price represents the weighted average sale price of the shares sold by The Welch Family Heritage Trust in multiple transactions at prices ranging from $12 to $12.37 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.