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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 | ||||||||
| Common Stock | $ 7.11 | 02/10/2009 | A | 100,000 | 03/10/2010(6) | 02/10/2019 | Common Stock | 100,000 | $ 0 | 100,000 | D | ||||
| Common Stock | (7) | 02/10/2009 | A | 100,000 | 02/10/2012(8) | 02/10/2012 | Common Stock | 100,000 | $ 0 | 100,000 | D | ||||
| Common Stock | (7) | 02/10/2009 | A | 50,000 | 02/10/2012(9) | 02/10/2013 | Common Stock | 50,000 | $ 0 | 50,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Fallon Thomas J C/O INFINERA CORPORATION 169 JAVA DRIVE SUNNYVALE, CA 94089 |
Chief Operating Officer | |||
| /s/ Michael O. McCarthy, by power of attorney | 02/12/2009 | |
| **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 2,240 shares previously held directly by the Reporting Person which were re-registered on January 30, 2008 and are now held indirectly by the Fallon Family Revocable Family Trust dated 9/7/94. Includes 2,234 shares and 1,586 shares acquired under the Infinera Corporation Employee Stock Purchase Plan on February 15, 2008 and August 15, 2008, respectively, which were included in Table I, Column 5 on the Reporting Person's Form 4 filed with the SEC on February 10, 2009. |
| (2) | Includes 2,240 shares previously held by the Reporting Person which were re-registered on January 30, 2009 to the Fallon Family Revocable Trust dated 9/7/94. |
| (3) | Shares held directly by the Fallon Family Revocable Trust dated 9/7/04 for which the Reporting Person serves as trustee. |
| (4) | Shares held directly by the Shannon F. Fallon 2008 Annuity Trust A for which the Reporting Person serves as trustee. |
| (5) | Shares held directly by the Thomas J. Fallon 2008 Annuity Trust A for which the Reporting Person serves as trustee. |
| (6) | The option vests monthly over a period of twenty-four months beginning on March 10, 2009. |
| (7) | Each performance share unit represents a contingent right to receive one share of INFN common stock |
| (8) | The reported performance share units entitle the Reporting Person to receive shares of common stock based on INFN's stock price performance as compared to NASDAQ. The amount of shares to be awarded is subject to adjustment within a range of 0.5x-2.0x payout of shares based upon the change in INFN's stock price as measured against the change of the NASDAQ. The measurement periods are a comparison of the six month average between July 1 and December 31, 2011 as compared to the 30 day trailing average as of December 31, 2008. |
| (9) | The reported performance share units entitle the Reporting Person to receive shares of common stock based on INFN's stock price performance as compared to NASDAQ. The performance units vest in two equal annual installments following each measurement period beginning on February 10, 2012. The amount of shares to be awarded is subject to adjustment within a range of 0.5x-2.0x payout of shares based upon the change in INFN's stock price as measured against the change of the NASDAQ. The measurement period is a comparison of the six month average between July 1 and December 31, 2011 and the six month average between July 1 and December 31, 2012 as compared to the 30 day trailing average as of December 31, 2008 |
| (10) | 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 benefical owner of the shares held in trusts for his minor children for purposes of Section 16 or for any other purpose. |