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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(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) EVP, Chief Strategy Officer (Last) (First) (Middle) C/O INFINERA CORPORATION, 140 CASPIAN COURT 3. Date of Earliest Transaction (Month/Day/Year) 03/07/2013 (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               20,553 (15) D   Common Stock               1,099,493 I See Footnote (1) Common Stock 03/07/2013   A   16,500 (14) A $ 0 239,215 I See Footnote (2) Common Stock 03/07/2013   F   6,201 D $ 7.13 233,014 I See Footnote (2) Common Stock               553,750 I See Footnote (3) Common Stock               500,000 I See Footnote (4) Common Stock               2,500 I See Footnote (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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							(6)	08/08/2016	Common Stock	50,000		50,000	D
Employee Stock Option (Right to Buy)	$ 2							(6)	08/08/2016	Common Stock	137,500		137,500	D
Employee Stock Option (Right to Buy)	$ 8.19							(6)	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)	$ 7.11							(6)	02/10/2019	Common Stock	100,000		100,000	D
Employee Stock Option (Right to Buy)	$ 7.45							(6)	08/10/2019	Common Stock	150,000		150,000	D
Employee Stock Option (Right to Buy)	$ 8.58							(6)	02/10/2021	Common Stock	20,250		20,250	D
Employee Stock Option (Right to Buy)	$ 8.58							(6)	02/10/2021	Common Stock	60,750		60,750	D
Employee Stock Option (Right to Buy)	$ 8.58							(8)	02/10/2021	Common Stock	39,465		39,465	D
Employee Stock Option (Right to Buy)	$ 8.58							(8)	02/10/2021	Common Stock	41,535		41,535	D
Restricted Stock Units	(9)							(10)	(10)	Common Stock	13,666		13,666	D
Restricted Stock Units	(9)							(11)	(11)	Common Stock	52,666		52,666	D
Restricted Stock Units	(9)							(12)	(12)	Common Stock	128,250		128,250	D
Restricted Stock Units	(9)							(13)	(13)	Common Stock	60,000		60,000	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Welch David F C/O INFINERA CORPORATION 140 CASPIAN COURT SUNNYVALE, CA 94089			EVP, Chief Strategy Officer

Signatures

/s/ Michael O. McCarthy III, by Power of Attorney		03/08/2013
**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)	Shares held directly by LRFA, LLC of which the Reporting Person is the sole managing member.
(2)	Shares held directly by the Welch Family Trust dated 4/3/96.
(3)	Shares held directly by SEI Private Trust Company, Trustee of the Welch Family Heritage Trust I u/I dated 9/24/01.
(4)	Shares held directly by Welch Group, L.P. of which the Reporting Person is the general partner.
(5)	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 beneficial owner of the shares held in trust for his minor children for purposes of Section 16 or for any other purpose.
(6)	The option is fully vested.
(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)	The RSUs vest in three annual installments beginning on February 5, 2013.
(12)	The RSUs vest as to 57,000 of the RSUs on December 31, 2013 and 71,250 of the RSUs on December 31, 2014.
(13)	The RSUs vest in three annual installments beginning on February 5, 2014.
(14)	This includes performance-based RSUs granted in 2012 in which the award criteria was satisfied in 2013.
(15)	This includes 3,000 shares acquired under the Company's 2007 Employee Stock Purchase Plan on February 15, 2013.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.