Form 4 Infinera Corp For: May 19 Filed by: Holt Sharon E

May 20, 2022 8:04 PM EDT

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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
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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 *
Holt Sharon E

(Last) (First) (Middle)
C/O INFINERA CORPORATION
6373 SAN IGNACIO AVENUE

(Street)
SAN JOSE CA 95119

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2022
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 05/19/2022   M   18,211 A $ 0 139,597 D  
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
Restricted Stock Units (1) 05/19/2022   M     18,211   (2)   (2) Common Stock 18,211 $ 0 0 D  
Restricted Stock Units (1) 05/19/2022   A   35,273     (3)   (3) Common Stock 35,273 $ 0 35,273 D  
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of Infinera Corporation (the "Company").
2. These RSUs have a vesting commencement date of May 21, 2021 and vest on the earlier of the date of the next annual meeting of stockholders or the one-year anniversary of the date of grant, subject to Ms. Holt's continued service to the Company.
3. These RSUs have a vesting commencement date of May 19, 2022 and vest on the earlier of the date of the next annual meeting of stockholders or the one-year anniversary of the date of grant, subject to Ms. Holt's continued service to the Company.
Remarks:
Exhibit 24 - Power of Attorney
/s/ David L. Teichmann, by Power of Attorney 05/20/2022
** 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.
                                POWER OF ATTORNEY

      The undersigned, as a Section 16 reporting person of Infinera Corporation
(the "Company"), hereby appoints David L. Teichmann, Michael Fernicola and
and Nicholas Janof and each of them, the undersigned's true and lawful
attorneys-in-fact, to:

	1.  complete and execute Forms 3, 4 and 5 and other forms and all
amendments thereto as such attorneys-in-fact shall in his discretion
determine to be required or advisable pursuant to Section 16 of the Securities
Exchange Act of 1934 (as amended) and the rules and regulations promulgated 
thereunder, or any successor laws and regulations, as a consequence of the
undersigned's ownership, acquisition or disposition of securities of the
Company; and

	2.  do all acts necessary in order to file such forms with the
Securities and Exchange Commission, any securities exchange or national
association, the Company and such other person or agency as the attorneys-in-
fact shall deem appropriate

      The undersigned hereby ratifies and confirms all that said attorneys-in-
fact and agents shall do or cause to be done by virtue hereof, including actions
taken prior to the date of this Power of Attorney. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934 (as amended).

      This Power of Attorney shall remain in full force and effect until the 
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of 11 May 2022.
      
      					Signature: /s/ Sharon Holt

      					Print Name:  Sharon Holt
      

      

      

 


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