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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X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
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1. Name and Address of Reporting Person*
HEARD DAVID W
(Last) (First) (Middle)
C/O INFINERA CORPORATION
6373 SAN IGNACIO AVENUE
(Street)
SAN JOSE CA 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2025
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)
Code V Amount (A) or (D) Price
Common Stock 02/28/2025 A 412,500(1) A $0 1,512,989 D
Common Stock 02/28/2025 D(2) 1,512,989 D (3) 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (4) 02/27/2025 A 305,432(5) (6) (6) Common Stock 305,432 $0 305,432 D
Restricted Stock Units (4) 02/28/2025 A 623,334(7) (8) (8) Common Stock 623,334 $0 623,334 D
Restricted Stock Units (9) 02/28/2025 D 2,121,150 (10) (10) Common Stock 2,121,150 $0 0 D
Explanation of Responses:
1. Represents the number of shares of Infinera Corporation ("Company") common stock subject to a performance share award originally granted on March 13, 2023, which accelerated to vest at 100% of the target shares granted and was converted into a right to receive cash compensation, subject to applicable tax withholding, with respect to all vested shares as a result of the merger pursuant to the previously announced Agreement and Plan of Merger, dated as of June 27, 2024, by and among Nokia Corporation ("Nokia"), Neptune of America Corporation and the Company, referred to as the "Merger Agreement".
2. Disposed of as a result of the merger pursuant to the Merger Agreement.
3. Each share of Company common stock held by the Reporting Person was automatically cancelled, extinguished and converted into the right to receive the consideration provided in the Merger Agreement.
4. On June 18, 2024, the Company granted the Reporting Person a performance share award covering 467,500 shares ("PSAs") based on the achievement of a goal tied to the total stockholder return ("TSR") of the Company relative to the TSR of companies listed in the Russell 3000 Index during the relevant performance period (the "PSA Award"). The PSA Award has three performance periods, consisting of one-, two- and three- year periods beginning with the last trading day in the Company's fiscal 2023 and ending with the Company's fiscal 2024, 2025 and 2026 respectively (each, a "Performance Period"), and with one-third of the target number of shares under the PSAs allocated to each such Performance Period. Each PSA represents a contingent right to receive one share of Company common stock.
5. Effective February 27, 2025, given the Company's TSR was positive and in the 79th percentile relative to the TSR of the companies listed on the Russell 3000 Index for the fiscal 2024 Performance Period, the Compensation Committee of the Board of Directors of the Company ("Compensation Committee") certified that 196% of the target number of shares, or 305,432 shares of Company common stock, subject to the 2024 Performance Period under the PSA Award became eligible to vest ("2024 Eligible Shares").
6. 100% of the 2024 Eligible Shares vest on March 5, 2027, subject to the Reporting Person's continued service to the Company, or any successor company, through the applicable vesting date.
7. As a result of the merger pursuant to the Merger Agreement and in accordance with the provisions of the grant documents evidencing the PSAs granted on June 18, 2024, the fiscal 2025 and 2026 Performance Periods were shortened to end as of February 20, 2025, the date approved by the Compensation Committee for determining performance under such performance periods in accordance with the requirements of the applicable award agreements. Accordingly, effective February 27, 2025, given the Company's TSR was positive and in the 81st percentile relative to the TSR of the companies listed on the Russell 3000 Index for the fiscal 2025 and 2026 shortened Performance Periods, the Compensation Committee certified that 200% of the target number of shares subject to each such performance period or a total of 623,334 shares of Company common stock under the PSA Award became eligible to vest ("2025-2026 Eligible Shares").
8. 100% of the 2025-2026 Eligible Shares vest on March 5, 2027, subject to the Reporting Person's continued service to the Company, or any successor company, through the applicable vesting date.
9. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Company common stock.
10. Includes shares of Company common stock underlying the unvested (i) 2024 Eligible Shares, (ii) 2025-2026 Eligible Shares, and (iii) previously reported RSUs; all of which pursuant to the Merger Agreement converted as of the Effective Time of the merger into time-based RSUs of Nokia.
Remarks:
/s/ Nicholas Janof, by Power of Attorney 03/03/2025
** 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).
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