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 *
MCCARTHY MICHAEL O III
   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 Legal & Admin Officer
(Last)
(First)
(Middle)
C/O INFINERA CORPORATION, 140 CASPIAN COURT		 3. Date of Earliest Transaction (Month/Day/Year)
01/01/2012
(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 01/01/2012   A   46,875 (12) A $ 0 48,761 D  
Common Stock 01/01/2012   F   15,714 D $ 6.28 33,047 D  

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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
Restricted Stock Units (1)               (2)   (2) Common Stock 33,000   33,000 D  
Employee Stock Option (Right to Buy) $ 1.84               (3) 05/15/2013 Common Stock 1,319   1,319 D  
Employee Stock Option (Right to Buy) $ 1.32               (4) 11/28/2015 Common Stock 7,996   7,996 D  
Employee Stock Option (Right to Buy) $ 2               (5) 08/08/2016 Common Stock 8,703   8,703 D  
Employee Stock Option (Right to Buy) $ 2               (5) 08/08/2016 Common Stock 11,805   11,805 D  
Employee Stock Option (Right to Buy) $ 7.11               (6) 02/10/2019 Common Stock 45,309   45,309 D  
Employee Stock Option (Right to Buy) $ 7.45               (7) 08/10/2019 Common Stock 51,040   51,040 D  
Employee Stock Option (Right to Buy) $ 8.19               (8) 11/23/2016 Common Stock 56,250   56,250 D  
Employee Stock Option (Right to Buy) $ 7.61               (9) 06/06/2017 Common Stock 25,642   25,642 D  
Employee Stock Option (Right to Buy) $ 7.61               (9) 06/06/2017 Common Stock 29,355   29,355 D  
Employee Stock Option (Right to Buy) $ 7.61               (10) 02/28/2018 Common Stock 2,886   2,886 D  
Employee Stock Option (Right to Buy) $ 7.61               (10) 02/28/2018 Common Stock 59,780   59,780 D  
Employee Stock Option (Right to Buy) $ 8.58               (11) 02/10/2021 Common Stock 38,577   38,577 D  
Employee Stock Option (Right to Buy) $ 8.58               (11) 02/10/2021 Common Stock 26,423   26,423 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MCCARTHY MICHAEL O III
C/O INFINERA CORPORATION
140 CASPIAN COURT
SUNNYVALE, CA 94089		       Chief Legal & Admin Officer  

Signatures

 /s/ Michael O. McCarthy III   01/03/2012
**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) Each restricted stock unit ("RSU") represents a contingent right to receive one share of INFN common stock.
(2) The RSUs vest in three equal annual installments beginning on February 5, 2012.
(3) The option fully vested on May 5, 2007.
(4) The option fully vested on July 26, 2009.
(5) The option fully vested on June 28, 2010.
(6) The option fully vested on February 10, 2011.
(7) The option fully vested on August 10, 2011.
(8) The option vests and becomes exercisable in thirty-six equal monthly installments beginning on November 23, 2009.
(9) The option vests and becomes exercisable in thirty-six equal monthly installments beginning on February 5, 2010.
(10) The option vests and becomes exercisable in forty-eight equal monthly installments beginning on February 5, 2010.
(11) The option vests and becomes exercisable in thirty-six equal monthly installments beginning on February 10, 2011.
(12) This includes performance-based RSUs granted in 2009 in which the award criteria was satisfied in 2011.

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