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Form 4 INFINERA CORP For: Nov 02 Filed by: Fallon Thomas J

November 4, 2015 4:40 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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 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)
11/02/2015
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 11/02/2015   M   75,000 A $ 8.19 75,000 D  
Common Stock 11/02/2015   M   5,595 A $ 8.19 80,595 D  
Common Stock 11/02/2015   M   69,405 A $ 8.19 150,000 D  
Common Stock 11/02/2015   S (1)   150,000 D $ 19.8459 (2) 0 D  
Common Stock 11/02/2015   S (1)   50,000 D $ 19.8459 (2) 769,456 I See Footnote (3)
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 11/02/2015   M     75,000   (4) 11/23/2016 Common Stock 75,000 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 8.19 11/02/2015   M     5,595   (4) 11/23/2019 Common Stock 5,595 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 8.19 11/02/2015   M     69,405   (4) 11/23/2019 Common Stock 159,461 $ 0 90,056 D  
Employee Stock Option (Right to Buy) $ 8.58               (4) 02/10/2021 Common Stock 14,286   14,286 D  
Employee Stock Option (Right to Buy) $ 8.58               (4) 02/10/2021 Common Stock 32,965   32,965 D  
Employee Stock Option (Right to Buy) $ 8.58               (4) 02/10/2021 Common Stock 30,475   30,475 D  
Employee Stock Option (Right to Buy) $ 8.58               (4) 02/10/2021 Common Stock 182,250   182,250 D  
Restricted Stock Units (5)               (6)   (6) Common Stock 37,666   37,666 D  
Restricted Stock Units (5)               (7)   (7) Common Stock 71,258   71,258 D  
Restricted Stock Units (5)               (8)   (8) Common Stock 55,240   55,240 D  
Explanation of Responses:
1. This sale was made in connection with Mr. Fallon's Rule 10b5-1 Trading Plan, which was adopted on May 29, 2015.
2. This price represents the weighted average sale price of the shares sold in multiple transactions at prices ranging from $19.49 to $20.08 per share. Upon request by the staff of the Securities and Exchange Commission, Infinera Corporation (the "Company") or a security holder of the Company, Mr. Fallon will provide full information regarding the number of shares sold at each separate price.
3. These shares are held directly by The Fallon Family Revocable Trust dated 9/7/94, for which Mr. Fallon is a trustee.
4. This option is fully-vested.
5. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Company.
6. These RSUs vest in three annual installments beginning on February 5, 2014.
7. These RSUs vest in three annual installments beginning on May 5, 2015.
8. These RSUs vest in three annual installments beginning on May 5, 2016.
/s/ Michael Post, by Power of Attorney 11/04/2015
** 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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