SEC FORM 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

Welch David F

(Last)

(First)

(Middle)

C/O INFINERA CORPORATION

140 CASPIAN COURT

(Street)

SUNNYVALE

94089

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INFINERA CORP [ INFN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								679,493	I	See Footnote ⁽¹⁾
Common Stock	08/05/2014		M		12,000	A	$ 0	346,479	I	See Footnote ⁽²⁾
Common Stock	08/05/2014		F		6,262	D	$ 8.90	340,217	I	See Footnote ⁽²⁾
Common Stock								553,750	I	See Footnote ⁽³⁾
Common Stock								495,000	I	See Footnote ⁽⁴⁾
Common Stock								2,500	I	See Footnote ⁽⁵⁾
Common Stock								14,132	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$ 2							⁽⁶⁾	08/08/2016	Common Stock	50,000		50,000	D
Employee Stock Option (Right to Buy)	$ 2							⁽⁶⁾	08/08/2016	Common Stock	137,500		137,500	D
Employee Stock Option (Right to Buy)	$ 8.19							⁽⁶⁾	11/23/2016	Common Stock	75,000		75,000	D
Employee Stock Option (Right to Buy)	$ 7.61							⁽⁶⁾	06/06/2017	Common Stock	29,214		29,214	D
Employee Stock Option (Right to Buy)	$ 7.61							⁽⁶⁾	06/06/2017	Common Stock	101,342		101,342	D
Employee Stock Option (Right to Buy)	$ 7.61							⁽⁶⁾	02/28/2018	Common Stock	2,817		2,817	D
Employee Stock Option (Right to Buy)	$ 7.61							⁽⁶⁾	02/28/2018	Common Stock	81,683		81,683	D
Employee Stock Option (Right to Buy)	$ 7.11							⁽⁶⁾	02/10/2019	Common Stock	100,000		100,000	D
Employee Stock Option (Right to Buy)	$ 7.45							⁽⁶⁾	08/10/2019	Common Stock	150,000		150,000	D
Employee Stock Option (Right to Buy)	$ 8.58							⁽⁶⁾	02/10/2021	Common Stock	20,250		20,250	D
Employee Stock Option (Right to Buy)	$ 8.58							⁽⁶⁾	02/10/2021	Common Stock	60,750		60,750	D
Employee Stock Option (Right to Buy)	$ 8.58							⁽⁶⁾	02/10/2021	Common Stock	39,465		39,465	D
Employee Stock Option (Right to Buy)	$ 8.58							⁽⁶⁾	02/10/2021	Common Stock	41,535		41,535	D
Restricted Stock Units	⁽⁷⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	26,333		26,333	D
Restricted Stock Units	⁽⁷⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	71,250		71,250	D
Restricted Stock Units	⁽⁷⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	40,000		40,000	D
Restricted Stock Units	⁽⁷⁾	08/05/2014		M			12,000	⁽¹¹⁾	⁽¹¹⁾	Common Stock	36,000	$ 0	36,000	D
Restricted Stock Units	⁽⁷⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	62,770		62,770	D

Explanation of Responses:

1. Shares held directly by LRFA, LLC of which Dr. Welch is the sole managing member.

2. Shares held directly by The Welch Family Trust u/a dtd 04/03/1996.

3. Shares held directly by SEI Private Trust Company, Trustee of the Welch Family Heritage Trust I u/I dated 9/24/01.

4. Shares held directly by The Welch Group, L.P. of which Dr. Welch is the general partner.

5. 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.

6. The option is fully vested.

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

8. The RSUs vest in three annual installments beginning on February 5, 2013.

9. The RSUs fully vest on December 31, 2014.

10. The RSUs vest in three annual installments beginning on February 5, 2014.

11. The RSUs vest in four annual installments beginning on August 5, 2014.

12. The RSUs vest in three annual installments beginning on May 5, 2015.

	/s/ Alastair A. Short, by Power of Attorney	08/07/2014
	** Signature of Reporting Person	Date
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