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Form 4 INFINERA CORP For: Feb 01 Filed by: Fallon Thomas J

February 3, 2016 4:14 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
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hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Fallon Thomas J
(Last) (First) (Middle)
C/O INFINERA CORPORATION
140 CASPIAN COURT
(Street)
SUNNYVALE CA 94089
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INFINERA CORP [ INFN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/01/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock               769,456 I See Footnote (1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 8.19               (2) 11/23/2019 Common Stock 90,056   90,056 D  
Employee Stock Option (Right to Buy) $ 8.58               (2) 02/10/2021 Common Stock 14,286   14,286 D  
Employee Stock Option (Right to Buy) $ 8.58               (2) 02/10/2021 Common Stock 32,965   32,965 D  
Employee Stock Option (Right to Buy) $ 8.58               (2) 02/10/2021 Common Stock 30,475   30,475 D  
Employee Stock Option (Right to Buy) $ 8.58               (2) 02/10/2021 Common Stock 182,250   182,250 D  
Restricted Stock Units (3)               (4)   (4) Common Stock 37,666   37,666 D  
Restricted Stock Units (3)               (5)   (5) Common Stock 71,258   71,258 D  
Restricted Stock Units (3)               (6)   (6) Common Stock 55,240   55,240 D  
Restricted Stock Units (3) 02/01/2016   A   84,999     (7)   (7) Common Stock 84,999 $ 0 84,999 D  
Restricted Stock Units (3) 02/01/2016   A   80,164     (8)   (8) Common Stock 80,164 $ 0 80,164 D  
Restricted Stock Units (3) 02/01/2016   A   25,960     (9)   (9) Common Stock 25,960 $ 0 25,960 D  
Explanation of Responses:
1. These shares are held directly by The Fallon Family Revocable Trust dated 9/7/94, for which Mr. Fallon is a trustee.
2. This option is fully-vested.
3. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Infinera Corporation common stock.
4. These RSUs vest in three annual installments beginning on February 5, 2014.
5. These RSUs vest in three annual installments beginning on May 5, 2015.
6. These RSUs vest in three annual installments beginning on May 5, 2016.
7. On 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.
8. On 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.
9. On 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.
/s/ Michael Post, by Power of Attorney 02/03/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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