David F. Welch - Jul 21, 2022 Form 4 Insider Report for Infinera Corp (INFN)

Role: Director
Signature: /s/ Nicholas Janof, by Power of Attorney
Stock symbol: INFN
Transactions as of: Jul 21, 2022
Transactions value $: -$440,885
Form type: 4
Date filed: 7/22/2022, 06:12 PM
Previous filing: Jul 7, 2022
Next filing: Sep 7, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	INFN	Common Stock	Options Exercise	$0	+150K	+67.59%	$0.00	372K	Jul 21, 2022	See Footnote	F1
transaction	INFN	Common Stock	Tax liability	-$441K	-69.7K	-18.73%	$6.33	302K	Jul 21, 2022	See Footnote	F1
holding	INFN	Common Stock						2.5K	Jul 21, 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	-150K	-100%	$0.00^*	0	Jul 21, 2022	Common Stock	150K		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 4, 2020, Dr. Welch was granted an award of 650,000 performance-based shares. This award provided for a number of quantitative and qualitative performance objectives related to the successful development of the Company's XR Optics program. These shares may vest up to 100% over a four-year period through the end of fiscal 2024 upon the achievement of various product development and financial performance metrics ("Performance Metrics") within specified time periods during this four-year period. One of the Performance Metrics is the Company's achievement of a customer demonstrable functioning prototype for ICE-X ("Tranche 1 Performance Metric"). The Company achieved the Tranche 1 Performance Metric during the applicable performance period ending with the fiscal quarter ended June 25, 2022, as certified by the Company's Compensation Committee on July 21, 2022, per the terms of the PSU award. As a result, 150,000 shares of common stock underlying this award vested on July 21, 2022.