SEC Form 4
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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Infinera Corp [ INFN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 05/05/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 05/05/2021 | M | 33,333 | A | $0 | 640,645 | I | See Footnote(1) | ||
Common Stock | 05/05/2021 | F | 11,778 | D | $8.58 | 628,867 | I | See Footnote(1) | ||
Common Stock | 05/05/2021 | M | 17,187 | A | $0 | 646,054 | I | See Footnote(1) | ||
Common Stock | 05/05/2021 | F | 5,944 | D | $8.58 | 640,110 | I | See Footnote(1) | ||
Common Stock | 05/05/2021 | M | 28,707 | A | $0 | 668,817 | I | See Footnote(1) | ||
Common Stock | 05/05/2021 | F | 9,927 | D | $8.58 | 658,890 | I | See Footnote(1) | ||
Common Stock | 05/05/2021 | M | 14,549 | A | $0 | 673,439 | I | See Footnote(1) | ||
Common Stock | 05/05/2021 | F | 5,032 | D | $8.58 | 668,407 | I | See Footnote(1) | ||
Common Stock | 2,500 | I | See Footnote(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | (3) | 05/05/2021 | M | 33,333 | (4) | (4) | Common Stock | 33,333 | $0 | 33,333 | D | ||||
Restricted Stock Units | (3) | 05/05/2021 | M | 17,187 | (5) | (5) | Common Stock | 17,187 | $0 | 17,187 | D | ||||
Restricted Stock Units | (3) | 05/05/2021 | M | 28,707 | (6) | (6) | Common Stock | 28,707 | $0 | 0 | D | ||||
Restricted Stock Units | (3) | 05/05/2021 | M | 14,549 | (7) | (7) | Common Stock | 14,549 | $0 | 0 | D |
Explanation of Responses: |
1. These shares are held directly by The Welch Family Trust U/A DTD 4/3/1996 ("The Welch Family Trust"), for which Dr. Welch is a trustee. |
2. These shares are held directly by Dr. Welch as a trustee for his children. Dr. Welch disclaims beneficial ownership of the shares held in trust for his children, and this report shall not be deemed an admission that Dr. Welch is the beneficial owner of the shares held in trust for his children for purposes of Section 16 or for any other purpose. |
3. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of Infinera Corporation (the "Company"). |
4. These RSUs vest in three annual installments beginning on May 5, 2020, subject to Dr. Welch's continued service to the Company through each applicable vesting date. |
5. These RSUs vest in three annual installments beginning on May 5, 2019, subject to Dr. Welch's continued service to the Company through each applicable vesting date. |
6. These RSUs vest in four annual installments beginning on May 5, 2018, subject to Dr. Welch's continued service to the Company through each applicable vesting date. |
7. On February 15, 2018, Dr. Welch was granted a PSU award for a target number of 45,833 shares of common stock that could become eligible to vest in three equal separate installments, subject to the achievement of certain performance criteria in each of the three different performance periods. The shares were eligible to vest based on the TSR performance of the Company in each performance period relative to that of the companies that comprise the S&P Networking Index. The performance objective related to this award was partially achieved for the third performance period, as determined by the Company's Compensation Committee per the terms of the original grant, resulting in an RSU award of 14,549 shares that was subject to time-based vesting. This time-based vesting was satisfied on May 5, 2021. The Form 4 filed on March 11, 2021 with respect to the performance vesting of the PSU award erroneously stated that the RSU award was for 14,550 shares. |
Remarks: |
/s/ Michael Hopp, by Power of Attorney | 05/07/2021 | |
** 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. |