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).
  
 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*
Welch David F
(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2025
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 M 100,001 A $0 532,871 I See Footnote(1)
Common Stock 02/28/2025 D(2) 532,871 D (3) 0 I See Footnote(1)
Common Stock 02/28/2025 D(2) 2,500 D (3) 0 I See Footnote(4)
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 (5) 02/28/2025 M 100,001 (6) (6) Common Stock 100,001 $0 0 D
Explanation of Responses:
1. Shares of Company common stock reported are held directly by The Welch Family Trust U/A DTD 4/3/1996 ("The Welch Family Trust"), for which the Reporting Person is a trustee.
2. Disposed of 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, Neptune of America Corporation and Infinera Corporation ("Company"), referred to as 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. Shares of Company common stock held directly by the Reporting Person as a trustee for his children. The Reporting Person disclaims beneficial ownership of the shares held in trust for his children, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares held in trust for his children for purposes of Section 16 or for any other purpose.
5. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Company common stock.
6. Includes shares of Company common stock underlying previously reported unvested RSUs which immediately prior to the Effective Time (as defined in the Merger Agreement) of the merger fully vested and converted automatically into the right to receive the consideration provided in the Merger Agreement.
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).
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.
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