Nancy Erba - May 12, 2024 Form 4 Insider Report for Infinera Corp (INFN)

Signature
/s/ Nicholas Janof, by Power of Attorney
Stock symbol
INFN
Transactions as of
May 12, 2024
Transactions value $
-$81,896
Form type
4
Date filed
5/14/2024, 09:45 PM
Previous filing
Apr 8, 2024
Next filing
Jun 7, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction INFN Common Stock Award $0 +41.8K +7.95% $0.00 567K May 12, 2024 Direct F1, F2
transaction INFN Common Stock Tax liability -$81.9K -16.2K -2.85% $5.06 551K May 12, 2024 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 9, 2021, Infinera Corporation (the "Company") granted Ms. Erba a performance share award covering 60,000 shares ("PSAs") that could be earned during fiscal 2021 through fiscal 2023, based on achievement of (a) performance goals applicable to the first 50% of the award (a "tranche") consisting of a non-GAAP operating income goal and a revenue goal, and (b) a performance goal for the second 50% tranche consisting of a non-GAAP operating income goal, in each case measured over a full fiscal year during the performance period (the "PSA Award"). Each PSA represents a contingent right to receive one share of common stock of the Company.
F2 On May 12, 2024, given fiscal 2023 non-GAAP operating income of $87.2 million and revenue of $1,614.1 million, the Compensation Committee of the Board of Directors of the Company certified that (i) 77.06% of the shares subject to the first tranche of the PSA Award became eligible to vest and (ii) 62.14% of the shares subject to the second tranche of the PSA Award became eligible to vest. As a result, 41,760 shares of common stock underlying the PSA Award vested on May 12, 2024. The balance of 18,240 shares subject to the PSA Award were forfeited.
F3 Represents shares that have been withheld by Company to satisfy tax withholding and remittance obligations in connection with the net settlement of vested PSAs granted to Ms. Erba on March 9, 2021.