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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $ 13 | 02/22/2010 | D | 206,250 | (9) | 06/06/2017 | Common Stock | 206,250 | (10) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 7.61 | 02/22/2010 | A | 130,556 | (11) | 06/06/2017 | Common Stock | 130,556 | (10) | 130,556 | D | ||||
| Employee Stock Option (right to buy) | $ 13 | 02/22/2010 | D | 125,000 | (12) | 02/28/2018 | Common Stock | 125,000 | (13) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 7.61 | 02/22/2010 | A | 84,500 | (14) | 02/28/2018 | Common Stock | 84,500 | (13) | 84,500 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Fallon Thomas J C/O INFINERA CORPORATION 169 JAVA DRIVE SUNNYVALE, CA 94089 |
X | President & CEO | ||
| /s/ Michael O. McCarthy, by power of attorney | 02/24/2010 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Excludes 2,908 shares acquired by the Reporting Person under the Infinera Corporation Employee Stock Purchase Plan on February 16, 2010 which were re-registered on February 17, 2010 and are now held directly by the Fallon Family Revocable Trust dated 9/7/94 (the "Fallon Family Trust"). |
| (2) | Includes 84,483 shares previously held directly by the Shannon F. Fallon 2008 Annuity Trust A which were re-registered on February 4, 2010 and are now held directly by the Fallon Family Trust, 84,483 shares previously held directly by the Thomas J. Fallon 2008 Annuity Trust A which were re-registered on February 4, 2010 and are now held directly by the Fallon Family Trust and 2,908 shares previously held directly by the Reporting Person which were re-registered on February 17, 2010 and are now held directly by the Fallon Family Trust. |
| (3) | Shares held directly by the Fallon Family Trust for which the Reporting Person serves as trustee. |
| (4) | Excludes 84,483 shares previously held directly by the Shannon F. Fallon 2008 Annuity Trust A which were re-registered on February 4, 2010 and are now held directly by the Fallon Family Trust. |
| (5) | Shares held directly by the Shannon F. Fallon 2008 Annuity Trust A for which the Reporting Person serves as trustee. |
| (6) | Excludes 84,483 shares previously held directly by the Thomas J. Fallon 2008 Annuity Trust A which were re-registered on February 4, 2010 and are now held directly by the Fallon Family Trust. |
| (7) | Shares held directly by the Thomas J. Fallon 2008 Annuity Trust A for which the Reporting Person serves as trustee. |
| (8) | Shares held directly by the Reporting Person as a trustee for his minor children. The Reporting Person disclaims beneficial ownership of the shares held in trusts for his minor children, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares held in trusts for his minor children for purposes of Section 16 or for any other purpose. |
| (9) | The option provided for vesting in sixty equal monthly installments beginning on May 24, 2007. |
| (10) | On February 22, 2010, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option granted to the Reporting Person on June 6, 2007. Each exchanged option to purchase one share of common stock was replaced with a new option to purchase a number of shares of common stock equal to the number of options exchanged multiplied by 0.633 which represents an exchange ratio based on the exercise price of the exchanged option, subject to rounding. |
| (11) | The option vests in thirty-six equal monthly installments beginning on March 5, 2010. |
| (12) | The option provided for vesting in sixty equal monthly installments beginning on March 28, 2008. |
| (13) | On February 22, 2010, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option granted to the Reporting Person on February 28, 2007. Each exchanged option to purchase one share of common stock was replaced with a new option to purchase a number of shares of common stock equal to the number of options exchanged multiplied by 0.676 which represents an exchange ratio based on the exercise price of the exchanged option, subject to rounding. |
| (14) | The option vests in forty-eight equal monthly installments beginning on March 5, 2010. |