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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1. Name and Address of Reporting Person * Fallon Thomas J   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) President and CEO (Last) (First) (Middle) C/O INFINERA CORPORATION, 140 CASPIAN COURT 3. Date of Earliest Transaction (Month/Day/Year) 11/13/2012 (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               474,355 (14) I See Footnote (1) Common Stock               100,672 (15) I See Footnote (11) Common Stock               100,672 (16) I See Footnote (12) Common Stock               20,570 I See Footnote (2)

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)	$ 2							(3)	08/08/2016	Common Stock	50,000		50,000	D
Employee Stock Option (Right o Buy)	$ 2							(3)	08/08/2016	Common Stock	50,000		50,000	D
Employee Stock Option (Right to Buy)	$ 7.11							(3)	02/10/2019	Common Stock	100,000		100,000	D
Employee Stock Option (Right to Buy)	$ 7.45							(3)	08/10/2019	Common Stock	150,000		150,000	D
Employee Stock Option (Right to Buy)	$ 8.19							(4)	11/23/2019	Common Stock	5,595		5,595	D
Employee Stock Option (Right to Buy)	$ 8.19							(4)	11/23/2019	Common Stock	294,405		294,405	D
Employee Stock Option (Right to Buy)	$ 8.19							(5)	11/23/2016	Common Stock	75,000		75,000	D
Employee Stock Option (Right to Buy)	$ 7.61							(6)	06/06/2017	Common Stock	29,214		29,214	D
Employee Stock Option (Right to Buy)	$ 7.61							(6)	06/06/2017	Common Stock	101,342		101,342	D
Employee Stock Option (Right to Buy)	$ 7.61							(7)	02/28/2018	Common Stock	2,817		2,817	D
Employee Stock Option (Right to Buy)	$ 7.61							(7)	02/28/2018	Common Stock	81,683		81,683	D
Employee Stock Option (Right to Buy)	$ 8.58							(8)	02/10/2021	Common Stock	41,279		41,279	D
Employee Stock Option (Right to Buy)	$ 8.58							(8)	02/10/2021	Common Stock	201,721		201,721	D
Restricted Stock Units	(9)							(10)	(10)	Common Stock	94,666		94,666	D
Restricted Stock Units	(9)							(13)	(13)	Common Stock	155,000		155,000	D
Employee Stock Option (Right to Buy)	$ 8.58							(3)	02/10/2021	Common Stock	60,750		60,750	D
Employee Stock Option (Right to Buy)	$ 8.58	11/13/2012		A		182,250		(17)	02/10/2021	Common Stock	182,250	$ 0	182,250	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Fallon Thomas J C/O INFINERA CORPORATION 140 CASPIAN COURT SUNNYVALE, CA 94089			President and CEO

Signatures

/s/ Michael O. McCarthy III, by Power of Attorney		11/13/2012
**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)	Shares held directly by the Fallon Family Revocable Trust dated 9/7/94 for which the Reporting Person serves as trustee (the "Fallon Family Trust").
(2)	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 trusts for his minor children, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares held in trusts for his minor children for purposes of Section 16 or for any other purpose.
(3)	The option is fully vested.
(4)	The option vests and becomes exercisable in forty-eight monthly installments beginning on November 23, 2009.
(5)	The option vests and becomes exercisable in thirty-six monthly installments beginning on November 23, 2009.
(6)	The option vests and becomes exercisable in thirty-six monthly installments beginning on February 5, 2010.
(7)	The option vests and becomes exercisable in forty-eight monthly installments beginning on February 5, 2010.
(8)	The option vests and becomes exercisable in thirty-six monthly installments beginning on February 10, 2011.
(9)	Each restricted stock unit ("RSU") represents a contingent right to receive one share of INFN common stock.
(10)	The RSUs vest in three annual installments beginning on February 5, 2012.
(11)	Shares held directly by Thomas J. Fallon, Trustee of Thomas J. Fallon 2011 Annuity Trust A dated August 1, 2011 for which the Reporting Person serves as trustee.
(12)	Shares held directly by Shannon F. Fallon, Trustee of Thomas J. Fallon 2011 Annuity Trust A dated August 1, 2011 for which the Reporting Person serves as trustee.
(13)	The RSUs vest in three annual installments beginning on February 5, 2013.
(14)	Includes 149,328 shares previously held directly by Thomas J. Fallon, Trustee of Thomas J. Fallon 2011 Annuity Trust A dated August 1, 2011 and 149,328 shares previously held directly by Shannon F. Fallon, Trustee of Thomas J. Fallon 2011 Annuity Trust A dated August 1, 2011, which were re-registered on August 27, 2012 and are now held directly by the Fallon Family Trust.
(15)	Excludes 149,328 shares previously held directly by Thomas J. Fallon, Trustee of Thomas J. Fallon 2011 Annuity Trust A dated August 1, 2011, which were re-registered on August 27, 2012 and are now held directly by the Fallon Family Trust.
(16)	Excludes 149,328 shares previously held directly by Shannon F. Fallon, Trustee of Thomas J. Fallon 2011 Annuity Trust A dated August 1, 2011, which were re-registered on August 27, 2012 and are now held directly by the Fallon Family Trust.
(17)	This includes performance-based stock options granted on February 10, 2011, in which the award criteria was satisfied in the second half of fiscal year 2012 resulting in the vesting of 75% of the total shares underlying the option. The option is fully vested.

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