Edgar Filing: INFINERA CORP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Welch David F

2. Date of Event Requiring Statement (Month/Day/Year)
06/06/2007

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

(Last)

(First)

(Middle)

C/O INFINERA CORPORATION,Â 169 JAVA DRIVE

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Mkting & Strategy Ofcr

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

(Street)

SUNNYVALE,Â CAÂ 94089

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	329,998	D	Â
Common Stock	553,750	I	See footnote ⁽¹⁾
Common Stock	500,000	I	See footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	16,355	$ ⁽³⁾	I	See footnote ⁽⁴⁾
Series D Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	186,011	$ ⁽⁵⁾	I	See footnote ⁽⁶⁾
Series E Convertible Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	981,977	$ ⁽⁷⁾	I	See footnote ⁽⁶⁾
Series G Convertible Preferred Stock	Â ⁽⁸⁾	Â ⁽⁸⁾	Common Stock	46,296	$ ⁽⁸⁾	I	See footnote ⁽⁶⁾
Non-qualified stock option (right to buy)	Â ⁽⁹⁾	08/08/2016	Common Stock	137,500	$ 2	D	Â
Employee stock option (right to buy)	Â ⁽⁹⁾	08/08/2016	Common Stock	50,000	$ 2	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Welch David F C/O INFINERA CORPORATION 169 JAVA DRIVE SUNNYVALE,Â CAÂ 94089	Â	Â	Â Chief Mkting & Strategy Ofcr	Â

Signatures

/s/ David F. Welch		06/06/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Shares held directly by SEI Private Trust Company, Trustee of the Welch Family Heritage Trust I u/l dated 9/24/01.
(2)	Shares held directly by Welch Group, L.P. of which the Reporting Person is the general partner.
(3)	The Series A Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1.033 basis immediately prior to the closing of the Issuer's initial public offering of common stock.
(4)	Shares held directly by the Welch Family Trust, dated 4/3/96 for which the Reporting Person serves as trustee.
(5)	The Series D Convertible Preferred Stock shall automatically convert into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering of common stock.
(6)	Shares held directly by LRFA, LLC of which the Reporting Person is the sole managing member.
(7)	The Series E Convertible Preferred Stock shall automatically convert into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering of common stock.
(8)	The Series G Convertible Preferred Stock shall automatically convert into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering of common stock.
(9)	The option is subject to an early exercise provision and is immediately exercisable. One forty-eighth of the shares subject to the option vested on July 29, 2006 and one forty-eighth of the shares shall vest monthly thereafter.

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