David W. Heard - May 5, 2021 Form 4 Insider Report for Infinera Corp (INFN)

Role: Chief Executive Officer, Director
Signature: /s/ Michael Hopp, by Power of Attorney
Stock symbol: INFN
Transactions as of: May 5, 2021
Transactions value $: -$446,975
Form type: 4
Date filed: 5/7/2021, 07:07 PM
Next filing: Jun 8, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	INFN	Common Stock	Options Exercise	$0	+17.2K	+6.93%	$0.00	265K	May 5, 2021	Direct
transaction	INFN	Common Stock	Tax liability	-$73.1K	-8.52K	-3.21%	$8.58	257K	May 5, 2021	Direct
transaction	INFN	Common Stock	Options Exercise	$0	+73.3K	+28.57%	$0.00	330K	May 5, 2021	Direct
transaction	INFN	Common Stock	Tax liability	-$312K	-36.4K	-11.02%	$8.58	294K	May 5, 2021	Direct
transaction	INFN	Common Stock	Options Exercise	$0	+14.5K	+4.95%	$0.00	308K	May 5, 2021	Direct
transaction	INFN	Common Stock	Tax liability	-$61.9K	-7.21K	-2.34%	$8.58	301K	May 5, 2021	Direct
transaction	INFN	Common Stock	Options Exercise	$0	+18K	+5.98%	$0.00	319K	May 5, 2021	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	INFN	Restricted Stock Units	Options Exercise	$0	-17.2K	-50%	$0.00	17.2K	May 5, 2021	Common Stock	17.2K		Direct	F1, F2
transaction	INFN	Restricted Stock Units	Options Exercise	$0	-73.3K	-50%	$0.00	73.3K	May 5, 2021	Common Stock	73.3K		Direct	F1, F3
transaction	INFN	Restricted Stock Units	Options Exercise	$0	-14.5K	-100%	$0.00^*	0	May 5, 2021	Common Stock	14.5K		Direct	F1, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of Infinera Corporation (the "Company").
F2	These RSUs vest in four annual installments beginning on May 5, 2019, subject to Mr. Heard's continued service to the Company through each applicable vesting date.
F3	These RSUs vest in three annual installments beginning on May 5, 2020, subject to Mr. Heard's continued service to the Company through each applicable vesting date
F4	On February 15, 2018, Mr. Heard 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.