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 *
Brennan Ita M
   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 Financial Officer
(Last)
(First)
(Middle)
C/O INFINERA CORPORATION, 140 CASPIAN COURT		 3. Date of Earliest Transaction (Month/Day/Year)
12/31/2012
(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 12/31/2012   A   18,750 (11) A $ 0 96,003 D  
Common Stock 12/31/2012   F   6,879 D $ 5.81 89,124 D  

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               (1) 09/07/2016 Common Stock 3,125   3,125 D  
Employee Stock Option (Right to Buy) $ 2               (1) 09/07/2016 Common Stock 2,344   2,344 D  
Employee Stock Option (Right to Buy) $ 6.71               (1) 03/02/2019 Common Stock 50,000   50,000 D  
Employee Stock Option (Right to Buy) $ 7.45               (1) 08/10/2019 Common Stock 33,000   33,000 D  
Employee Stock Option (Right to Buy) $ 8.19               (2) 11/23/2016 Common Stock 37,500   37,500 D  
Employee Stock Option (Right to Buy) $ 6.9               (3) 06/26/2020 Common Stock 62,226   62,226 D  
Employee Stock Option (Right to Buy) $ 6.9               (3) 06/26/2020 Common Stock 12,774   12,774 D  
Employee Stock Option (Right to Buy) $ 8.58               (4) 02/10/2021 Common Stock 65,000   65,000 D  
Employee Stock Option (Right to Buy) $ 8.58               (1) 02/10/2021 Common Stock 16,250   16,250 D  
Employee Stock Option (Right to Buy) $ 8.58               (1) 02/10/2021 Common Stock 48,750   48,750 D  
Restricted Stock Units (5)               (6)   (6) Common Stock 1,350   1,350 D  
Restricted Stock Units (5)               (7)   (7) Common Stock 1,627   1,627 D  
Restricted Stock Units (5)               (7)   (7) Common Stock 715   715 D  
Restricted Stock Units (5)               (7)   (7) Common Stock 2,322   2,322 D  
Restricted Stock Units (5)               (8)   (8) Common Stock 18,750   18,750 D  
Restricted Stock Units (5)               (9)   (9) Common Stock 22,000   22,000 D  
Restricted Stock Units (5)               (10)   (10) Common Stock 64,000   64,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Brennan Ita M
C/O INFINERA CORPORATION
140 CASPIAN COURT
SUNNYVALE, CA 94089		       Chief Financial Officer  

Signatures

 /s/ Michael O. McCarthy III, by Power of Attorney   01/02/2013
**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 option is fully vested.
(2) The option vests and becomes exercisable in thirty-six monthly installments beginning on November 23, 2009.
(3) The option vests and becomes exercisable in forty-eight monthly installments beginning on June 26, 2010.
(4) The option vests and becomes exercisable in thirty-six monthly installments beginning on February 10, 2011.
(5) Each restricted stock unit ("RSU") represents a contingent right to receive one share of INFN common stock.
(6) The RSUs vest in five annual installments beginning on April 1, 2008.
(7) The RSUs vest in sixteen quarterly installments beginning on March 5, 2010.
(8) The RSUs vest in four annual installments beginning on July 1, 2011.
(9) The RSUs vest in three annual installments beginning on February 5, 2012.
(10) The RSUs vest in three annual installments beginning on February 5, 2013.
(11) This includes performance-based RSUs granted in 2009 in which the award criteria was satisfied in 2012.

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