David W. Heard - Jan 5, 2022 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: Jan 5, 2022
Transactions value $: -$122,529
Form type: 4
Date filed: 1/7/2022, 05:32 PM
Previous filing: Dec 7, 2021
Next filing: Mar 8, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	INFN	Common Stock	Options Exercise	$0	+24.4K	+5.04%	$0.00	510K	Jan 5, 2022	Direct
transaction	INFN	Common Stock	Tax liability	-$123K	-13K	-2.56%	$9.40	496K	Jan 5, 2022	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	-24.4K	-100%	$0.00^*	0	Jan 5, 2022	Common Stock	24.4K		Direct	F1, F2

* 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	On February 20, 2019, Mr. Heard was granted a PSU award for a target number of 220,000 shares of common stock that could become eligible to vest subject to the Company's achievement of positive operating income (the "Performance Goal") during fiscal 2019 through fiscal 2021. The Performance Goal is measured on a non-GAAP basis either (a) for a full fiscal year or (b) for any four consecutive fiscal quarters. The Company achieved the Performance Goal during the four consecutive fiscal quarters ending with the fiscal quarter ended June 26, 2021, as certified by the Company's Compensation Committee on September 13, 2021, per the terms of the PSU award. As a result, 195,554 shares of common stock underlying this award vested on October 5, 2021 and 24,446 shares of common stock underlying this award will vest on January 5, 2022, each vesting subject to Mr. Heard's continued service to the Company through such date.

Content

Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of Infinera Corporation (the "Company").

On February 20, 2019, Mr. Heard was granted a PSU award for a target number of 220,000 shares of common stock that could become eligible to vest subject to the Company's achievement of positive operating income (the "Performance Goal") during fiscal 2019 through fiscal 2021. The Performance Goal is measured on a non-GAAP basis either (a) for a full fiscal year or (b) for any four consecutive fiscal quarters. The Company achieved the Performance Goal during the four consecutive fiscal quarters ending with the fiscal quarter ended June 26, 2021, as certified by the Company's Compensation Committee on September 13, 2021, per the terms of the PSU award. As a result, 195,554 shares of common stock underlying this award vested on October 5, 2021 and 24,446 shares of common stock underlying this award will vest on January 5, 2022, each vesting subject to Mr. Heard's continued service to the Company through such date.