4//SEC Filing
HEARD DAVID W 4
Accession 0001138639-25-000059
CIK 0001138639other
Filed
Mar 2, 7:00 PM ET
Accepted
Mar 3, 4:38 PM ET
Size
16.6 KB
Accession
0001138639-25-000059
Insider Transaction Report
Form 4
Infinera CorpINFN
HEARD DAVID W
DirectorChief Executive Officer
Transactions
- Award
Restricted Stock Units
2025-02-28+623,334→ 623,334 total→ Common Stock (623,334 underlying) - Disposition to Issuer
Restricted Stock Units
2025-02-28−2,121,150→ 0 total→ Common Stock (2,121,150 underlying) - Award
Common Stock
2025-02-28+412,500→ 1,512,989 total - Disposition to Issuer
Common Stock
2025-02-28−1,512,989→ 0 total - Award
Restricted Stock Units
2025-02-27+305,432→ 305,432 total→ Common Stock (305,432 underlying)
Footnotes (10)
- [F1]Represents the number of shares of Infinera Corporation ("Company") common stock subject to a performance share award originally granted on March 13, 2023, which accelerated to vest at 100% of the target shares granted and was converted into a right to receive cash compensation, subject to applicable tax withholding, with respect to all vested shares as a result of the merger pursuant to the previously announced Agreement and Plan of Merger, dated as of June 27, 2024, by and among Nokia Corporation ("Nokia"), Neptune of America Corporation and the Company, referred to as the "Merger Agreement".
- [F10]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.
- [F2]Disposed of as a result of the merger pursuant to the Merger Agreement.
- [F3]Each share of Company common stock held by the Reporting Person was automatically cancelled, extinguished and converted into the right to receive the consideration provided in the Merger Agreement.
- [F4]On June 18, 2024, the Company granted the Reporting Person a performance share award covering 467,500 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.
- [F5]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 305,432 shares of Company common stock, subject to the 2024 Performance Period under the PSA Award became eligible to vest ("2024 Eligible Shares").
- [F6]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.
- [F7]As a result of the merger pursuant to the Merger Agreement and in accordance with the provisions of the grant documents evidencing the PSAs granted on June 18, 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 623,334 shares of Company common stock under the PSA Award became eligible to vest ("2025-2026 Eligible Shares").
- [F8]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.
- [F9]Each restricted stock unit ("RSU") represents a contingent right to receive one share of Company common stock.
Documents
Issuer
Infinera Corp
CIK 0001138639
Entity typeother
Related Parties
1- filerCIK 0001245146
Filing Metadata
- Form type
- 4
- Filed
- Mar 2, 7:00 PM ET
- Accepted
- Mar 3, 4:38 PM ET
- Size
- 16.6 KB