4//SEC Filing
MacPherson Regan J 4
Accession 0001138639-25-000056
CIK 0001138639other
Filed
Mar 2, 7:00 PM ET
Accepted
Mar 3, 4:37 PM ET
Size
12.9 KB
Accession
0001138639-25-000056
Insider Transaction Report
Form 4
Infinera CorpINFN
MacPherson Regan J
Chief Legal Officer
Transactions
- Award
Restricted Stock Units
2025-02-28+153,334→ 153,334 total→ Common Stock (153,334 underlying) - Disposition to Issuer
Restricted Stock Units
2025-02-28−393,466→ 0 total→ Common Stock (393,466 underlying) - Award
Restricted Stock Units
2025-02-27+75,132→ 75,132 total→ Common Stock (75,132 underlying)
Footnotes (7)
- [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.
- [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").
- [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.
- [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").
- [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.
- [F6]Each restricted stock unit ("RSU") represents a contingent right to receive one share of Company common stock.
- [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.
Documents
Issuer
Infinera Corp
CIK 0001138639
Entity typeother
Related Parties
1- filerCIK 0001651155
Filing Metadata
- Form type
- 4
- Filed
- Mar 2, 7:00 PM ET
- Accepted
- Mar 3, 4:37 PM ET
- Size
- 12.9 KB