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)
EVP, Chief Strategy Officer
(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               17,553 (15) D  
Common Stock               1,099,493 I See Footnote (1)
Common Stock               174,614 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)

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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               (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) $ 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) $ 8.19               (7) 11/23/2016 Common Stock 75,000   75,000 D  
Employee Stock Option (Right to Buy) $ 7.61               (8) 06/06/2017 Common Stock 29,214   29,214 D  
Employee Stock Option (Right to Buy) $ 7.61               (8) 06/06/2017 Common Stock 101,342   101,342 D  
Employee Stock Option (Right to Buy) $ 7.61               (9) 02/28/2018 Common Stock 2,817   2,817 D  
Employee Stock Option (Right to Buy) $ 7.61               (9) 02/28/2018 Common Stock 81,683   81,683 D  
Employee Stock Option (Right to Buy) $ 8.58               (10) 02/10/2021 Common Stock 39,465   39,465 D  
Employee Stock Option (Right to Buy) $ 8.58               (10) 02/10/2021 Common Stock 41,535   41,535 D  
Restricted Stock Units (11)               (12)   (12) Common Stock 27,333   27,333 D  
Restricted Stock Units (11)               (13)   (13) Common Stock 79,000   79,000 D  
Restricted Stock Units (11)               (14)   (14) Common Stock 128,250   128,250 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 11/13/2012   A   60,750     (16) 02/10/2021 Common Stock 60,750 $ 0 60,750 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   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 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 thirty-six monthly installments beginning on November 23, 2009.
(8) The option vests and becomes exercisable in thirty-six monthly installments beginning on February 5, 2010.
(9) The option vests and becomes exercisable in forty-eight monthly installments beginning on February 5, 2010.
(10) The option vests and becomes exercisable in thirty-six monthly installments beginning on February 10, 2011.
(11) Each restricted stock unit ("RSU") represents a contingent right to receive one share of INFN common stock.
(12) The RSUs vest in three annual installments beginning on February 5, 2012.
(13) The RSUs vest in three annual installments beginning on February 5, 2013.
(14) The RSUs vest as to 57,000 of the RSUs on December 31, 2013 and 71,250 of the RSUs on December 31, 2014.
(15) This includes 421 shares acquired under the Company's 2007 Employee Stock Purchase Plan on August 15, 2012.
(16) 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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