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)
02/10/2009
(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               22,432 (1) D  
Common Stock               327,740 (2) I See footnote. (3)
Common Stock               553,750 I See footnote. (4)
Common Stock               500,000 I See footnote. (5)
Common Stock               1,204,045 I See footnote. (6)
Common Stock               2,500 I See footnote. (11)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Employee Stock Option (right to buy) $ 7.11 02/10/2009   A   100,000   03/10/2009(7) 02/10/2019 Common Stock 100,000 $ 0 100,000 D  
Performance share units (8) 02/10/2009   A   100,000   02/10/2012(9) 02/10/2012 Common Stock 100,000 $ 0 100,000 D  
Performance share units (8) 02/10/2009   A   50,000   02/10/2012(10) 02/10/2013 Common Stock 50,000 $ 0 50,000 D  

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   02/12/2009
**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) Excludes 2,240 shares previously held by the Reporting Person which were re-registered on January 30, 2009 and are now held indirectly by the Welch Family Trust Dtd 4/3/1996.
(2) Includes 2,240 shares previously held by the Reporting Person which were re-registered on January 30, 2009 and are held indirectly by the Welch Family Trust Dtd 4/3/1996. Includes 2,067 shares and 1,752 shares acquired under the Infinera Corporation Employee Stock Purchase Plan on February 15, 2008 and August 15, 2008, respectively.
(3) Shares held directly by the Welch Family Trust Dtd 4/13/1996 for which the Reporting Person serves as trustee.
(4) Shares held directly by the SEI Private Company, Trustee of the Welch Family Heritage Trust I u/I dated 9/24/01.
(5) Shares held directly by the Welch Group, L.P. of which the Reporting Person is the general partner.
(6) Shares held directly by LRFA, LLC of which the Reporting Person is the sole managing member.
(7) The option vests monthly over a period of twenty-four months beginning on March 10, 2009.
(8) Each performance share unit represents a contingent right to receive one share of INFN common stock.
(9) The reported performance share units entitle the Reporting Person to receive shares of common stock based on INFN's stock price performance as compared to NASDAQ. The amount of shares to be awarded is subject to adjustment within a range of 0.5x-2.0x payout of shares based upon the change in INFN's stock price as measured against the change of the NASDAQ. The measurement periods are a comparison of the six month average between July 1 and December 31, 2011 as compared to the 30 day trailing average as of December 31, 2008.
(10) The reported performance share units entitle the Reporting Person to receive shares of common stock based on INFN's stock price performance as compared to NASDAQ. The performance units vest in two equal annual installments following each measurement period beginning on February 10, 2012. The amount of shares to be awarded is subject to adjustment within a range of 0.5x-2.0x payout of shares based upon the change in INFN's stock price as measured against the change of the NASDAQ. The measurement periods are a comparison of the six month average between July 1 and December 31, 2011 and the six month average between July 1 and December 31, 2012 as compared to the 30 day trailing average as of December 31, 2008.
(11) Shares held directly by the Reporting Person as a trustee for his minor children. The Reporting Person disclaims beneficial ownership of the shares held in trust for his minor children, and this report shall not be deemed an admission that the Reporting Person is the benefical owner of the shares held in trust for his minor children for purposes of Section 16 or for any other purpose.

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