David F. Welch - Jan 5, 2022 Form 4 Insider Report for Infinera Corp (INFN)

Role: Director
Signature: /s/ Michael Hopp, by Power of Attorney
Stock symbol: INFN
Transactions as of: Jan 5, 2022
Transactions value $: -$21,460
Form type: 4
Date filed: 1/7/2022, 05:38 PM
Previous filing: Dec 7, 2021
Next filing: Feb 28, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	INFN	Common Stock	Options Exercise	$0	+5.56K	+0.79%	$0.00	706K	Jan 5, 2022	See Footnote	F1
transaction	INFN	Common Stock	Tax liability	-$21.5K	-2.28K	-0.32%	$9.40	704K	Jan 5, 2022	See Footnote	F1
holding	INFN	Common Stock						2.5K	Jan 5, 2022	See Footnote	F2

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	-5.56K	-100%	$0.00^*	0	Jan 5, 2022	Common Stock	5.56K		Direct	F3, F4

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

Explanation of Responses:

Id	Content
F1	These shares are held directly by The Welch Family Trust U/A DTD 4/3/1996 ("The Welch Family Trust"), for which Dr. Welch is a trustee.
F2	Shares held directly by Dr. Welch as a trustee for his minor children. Dr. Welch disclaims beneficial ownership of the shares held in trust for his minor children, and this report shall not be deemed an admission that Dr. Welch is the beneficial owner of the shares held in trust for his minor children for purposes of Section 16 or for any other purpose.
F3	Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of Infinera Corporation (the "Company").
F4	On March 27, 2019, Dr. Welch was granted a PSU award for a target number of 50,000 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, 44,444 shares of common stock underlying this award vested on October 5, 2021 and 5,556 shares of common stock underlying this award will vest on January 5, 2022, each vesting subject to Dr. Welch's continued service to the Company through such date.