Regan J. MacPherson - 27 Feb 2025 Form 4 Insider Report for Infinera Corp

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
03 Mar 2025, 16:37:26 UTC
Prior SEC filing
15 Jan 2025
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Nicholas Janof, by Power of Attorney

Key filing fact

Regan J. MacPherson filed Form 4 for Infinera Corp on 03 Mar 2025.

Key facts

  • This page summarizes Regan J. MacPherson's Form 4 filing for Infinera Corp.
  • 3 reported transactions and 3 derivative rows are listed below.
  • Accepted by SEC: 03 Mar 2025, 16:37.

Change

  • Previous filing in this sequence was filed on 15 Jan 2025.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

INFN transaction Derivative

Restricted Stock Units

Award

Transaction value
$0
Shares
+75,132
Change %
Price
$0.000000
Shares after
75,132
Date
27 Feb 2025
Ownership
Direct
Underlying class
Common Stock
Underlying amount
75,132
Exercise price
Footnotes
F1, F2, F3
INFN transaction Derivative

Restricted Stock Units

Award

Transaction value
$0
Shares
+153,334
Change %
Price
$0.000000
Shares after
153,334
Date
28 Feb 2025
Ownership
Direct
Underlying class
Common Stock
Underlying amount
153,334
Exercise price
Footnotes
F1, F4, F5
INFN transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
$0
Shares
-393,466
Change %
-100%
Price
$0.000000
Shares after
0
Date
28 Feb 2025
Ownership
Direct
Underlying class
Common Stock
Underlying amount
393,466
Exercise price
Footnotes
F6, F7
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Regan J. MacPherson is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 7 footnotes

Footnote F1

On March 10, 2024, Infinera Corporation ("Company") granted the Reporting Person a performance share award covering 115,000 shares ("PSAs") based on the achievement of a goal tied to the total stockholder return ("TSR") of the Company relative to the TSR of companies listed in the Russell 3000 Index during the relevant performance period (the "PSA Award"). The PSA Award has three performance periods, consisting of one-, two- and three- year periods beginning with the last trading day in the Company's fiscal 2023 and ending with the Company's fiscal 2024, 2025 and 2026 respectively (each, a "Performance Period"), and with one-third of the target number of shares under the PSAs allocated to each such Performance Period. Each PSA represents a contingent right to receive one share of Company common stock.

Footnote F2

Effective February 27, 2025, given the Company's TSR was positive and in the 79th percentile relative to the TSR of the companies listed on the Russell 3000 Index for the fiscal 2024 Performance Period, the Compensation Committee of the Board of Directors of the Company ("Compensation Committee") certified that 196% of the target number of shares, or 75,132 shares of Company common stock, subject to the 2024 Performance Period under the PSA Award became eligible to vest ("2024 Eligible Shares").

Footnote F3

100% of the 2024 Eligible Shares vest on March 5, 2027, subject to the Reporting Person's continued service to the Company, or any successor company, through the applicable vesting date.

Footnote F4

Pursuant to the Company's merger agreement with Nokia Corporation dated as of June 27, 2024 ("Merger Agreement") and in accordance with the provisions of the grant documents evidencing the PSAs granted on March 10, 2024, the fiscal 2025 and 2026 Performance Periods were shortened to end as of February 20, 2025, the date approved by the Compensation Committee for determining performance under such performance periods in accordance with the requirements of the applicable award agreements. Accordingly, effective February 27, 2025, given the Company's TSR was positive and in the 81st percentile relative to the TSR of the companies listed on the Russell 3000 Index for the fiscal 2025 and 2026 shortened Performance Periods, the Compensation Committee certified that 200% of the target number of shares subject to each such performance period or a total of 153,334 shares of Company common stock under the PSA Award became eligible to vest ("2025-2026 Eligible Shares").

Footnote F5

100% of the 2025-2026 Eligible Shares vest on March 5, 2027, subject to the Reporting Person's continued service to the Company, or any successor company, through the applicable vesting date.

Footnote F6

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

Footnote F7

Includes shares of Company common stock underlying the unvested (i) 2024 Eligible Shares, (ii) 2025-2026 Eligible Shares, and (iii) previously reported RSUs; all of which pursuant to the Merger Agreement converted as of the Effective Time of the merger into time-based RSUs of Nokia.

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