FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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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1. Name and Address of Reporting Person * Brennan Ita M   2. Issuer Name and Ticker or Trading Symbol INFINERA CORP [INFN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O INFINERA CORPORATION, 169 JAVA DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 08/05/2010 (Street) SUNNYVALE, CA 94089 4. If Amendment, Date 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 (City) (State) (Zip) 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 08/05/2010   M   1,504 A $ 0 6,141 D   Common Stock 08/06/2010   S(1)   575 D $ 8.958 (2) 5,566 D

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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 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted stock units	(3)	08/05/2010		M			715	(4)	(4)	Common Stock	715	$ 0	7,150	D
Restricted stock units	(3)	08/05/2010		M			789	(5)	(5)	Common Stock	789	$ 0	11,057	D
Restricted stock units	(3)							(6)	(6)	Common Stock	5,280		5,280	D
Restricted stock units	(3)							(7)	(7)	Common Stock	12,500		12,500	D
Restricted stock units	(3)							(8)	(8)	Common Stock	16,500		16,500	D
Restricted stock units	(3)							(9)	(9)	Common Stock	4,050		75,000	D
Restricted stock units	(3)							(10)	(10)	Common Stock	37,500		37,500	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Brennan Ita M C/O INFINERA CORPORATION 169 JAVA DRIVE SUNNYVALE, CA 94089			Chief Financial Officer

Signatures

/s/ Michael O. McCarthy, by power of attorney		08/09/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	The reported sale was effected to satisfy the Reporting Person's tax obligation in connection with the issuance of shares pursuant to the vesting of restricted stock units on August 5, 2010.
(2)	The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $8.94 to $8.9582 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
(3)	Each restricted stock unit represents a contingent right to receive one share of INFN common stock.
(4)	The remaining restricted stock units vest in ten equal quarterly installments beginning on November 5, 2010.
(5)	The remaining restricted stock units vest in fourteen equal quarterly installments beginning on November 5, 2010.
(6)	The restricted stock units vest in three equal annual installments beginning on October 1, 2010.
(7)	The restricted stock units fully vest on December 31, 2010.
(8)	The restricted stock units fully vest on April 1, 2011.
(9)	The restricted stock units vest in three equal annual installments beginning on April 1, 2011.
(10)	The restricted stock units vest in four equal annual installments beginning on July 1, 2011.

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