Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
Welch David F
  2. Issuer Name and Ticker or Trading Symbol
INFINERA CORP [INFN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Mktg & Strategy Officer
(Last)
(First)
(Middle)
C/O INFINERA CORPORATION, 169 JAVA DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
06/12/2007
(Street)

SUNNYVALE, CA 94089
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 06/12/2007   C   16,355 A (1) 16,355 I See footnote (2)
Common Stock 06/12/2007   C   186,011 A (3) 186,011 I See footnote (4)
Common Stock 06/12/2007   C   981,977 A (5) 1,167,988 I See footnote (4)
Common Stock 06/12/2007   C   46,296 A (6) 1,214,284 I See footnote (4)
Common Stock               329,998 D  
Common Stock               553,750 I See footnote (7)
Common Stock               500,000 I See footnote (8)

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (1) 06/12/2007   C     15,833   (1)   (1) Common Stock 16,355 $ 0 0 I See footnote (2)
Series D Convertible Preferred Stock (3) 06/12/2007   C     186,011   (3)   (3) Common Stock 186,011 $ 0 0 I See footnote (4)
Series E Convertible Preferred Stock (5) 06/12/2007   C     981,977   (5)   (5) Common Stock 981,977 $ 0 0 I See footnote (4)
Series G Convertible Preferred Stock (6) 06/12/2007   C     46,296   (6)   (6) Common Stock 46,296 $ 0 0 I See footnote (4)

Reporting Owners

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

Signatures

 /s/ by Michael O. McCarthy, by power of attorney   06/12/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) The Series A Convertible Preferred Stock automatically converted into Common Stock on a 1:1.033 basis immediately prior to the closing of the Issuer's initial public offering of common stock.
(2) Shares held directly by the Welch Family Trust, dated 4/3/96 for which the Reporting Person serves as trustee.
(3) The Series D Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock.
(4) Shares held directly by LRFA, LLC of which the Reporting Person is the sole managing member.
(5) The Series E Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock.
(6) The Series G Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock.
(7) Shares held directly by SEI Private Trust Company, Trustee of the Welch Family Heritage Trust I u/l dated 9/24/01.
(8) Shares held directly by Welch Group, L.P. of which the Reporting Person is the general partner.

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