SEC FORM 4

SEC FORM 4 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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Walden Nicholas

(Last)

(First)

(Middle)

C/O INFINERA CORPORATION

6373 SAN IGNACIO AVENUE

(Street)

SAN JOSE

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Worldwide Sales

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	05/12/2024		A		38,279⁽²⁾	A	$0	167,361	D
Common Stock	05/12/2024		F		15,205⁽³⁾	D	$5.06	152,156	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On March 9, 2021, Infinera Corporation (the "Company") granted Mr. Walden performance share award covering 55,000 shares ("PSAs") that could be earned during fiscal 2021 through fiscal 2023, based on achievement of (a) performance goals applicable to the first 50% of the award (a "tranche") consisting of a non-GAAP operating income goal and a revenue goal, and (b) a performance goal for the second 50% tranche consisting of a non-GAAP operating income goal, in each case measured over a full fiscal year during the performance period (the "PSA Award"). Each PSA represents a contingent right to receive one share of common stock of the Company.

2. On May 12, 2024, given fiscal 2023 non-GAAP operating income of $87.2 million and revenue of $1,614.1 million, the Compensation Committee of the Board of Directors of the Company certified that (i) 77.06% of the shares subject to the first tranche of the PSA Award became eligible to vest and (ii) 62.14% of the shares subject to the second tranche of the PSA Award became eligible to vest. As a result, 38,279 shares of common stock underlying the PSA Award vested on May 12, 2024. The balance of 16,721 shares subject to the PSA Award were forfeited.

3. Represents shares that have been withheld by Company to satisfy tax withholding and remittance obligations in connection with the net settlement of vested PSAs granted to Mr. Walden on March 9, 2021.

Remarks:

	/s/ Nicholas Janof, by Power of Attorney	05/14/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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