SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol INFINERA Corp [ INFN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/29/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| 2.125% Convertible Senior Notes due 2024 | (1)(2) | 01/29/2019 | P | 2,500,000 | (3)(4) | (3)(4) | Common Stock, par value $0.001 per share | 250,000 | $1,883,100 | 2,500,000 | D(1)(2)(5)(6) | ||||
| 2.125% Convertible Senior Notes due 2024 | (1)(2) | 02/01/2019 | P | 1,000,000 | (3)(4) | (3)(4) | Common Stock, par value $0.001 per share | 100,000 | $788,860 | 3,500,000 | D(1)(2)(5)(6) | ||||
| 2.125% Convertible Senior Notes due 2024 | (1)(2) | 02/04/2019 | P | 1,000,000 | (3)(4) | (3)(4) | Common Stock, par value $0.001 per share | 100,000 | $811,110 | 4,500,000 | D(1)(2)(5)(6) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Between January 29, 2019 and February 4, 2019, Oaktree Capital Management, L.P. ("OCM") purchased on behalf of several third party accounts for which it serves as investment adviser and affiliated investment funds an aggregate of $4,500,000 principal amount of 2.125% Convertible Senior Notes due 2024 (the "Notes") in open market transactions. These purchases by OCM were made on behalf of several third party accounts and affiliated investment funds as part of Oaktree's convertibles strategy, which has a different set of investment professionals from those who are involved in Oaktree Optical Holdings, L.P., which holds 20,975,384 shares of the issuer's common stock, par value $0.001 per share. |
| 2. The conversion rate for the Notes is initially 101.2812 shares of common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $9.87 per share of issuer common stock), subject to adjustment. OCM expressly disclaims beneficial ownership of these Notes to the extent that its advisory arrangement does not result in a reportable pecuniary interest in such Notes under Section 16 of the Securities Exchange Act of 1934, as amended. |
| 3. The registrant may convert the Notes at any time prior to the close of business on the business day immediately preceding June 1, 2024 only under the following circumstances: (1) during any fiscal quarter, if the last reported sale price of the common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; |
| 4. (continued from footnote 3) (2) during the five business day period after any five consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the issuer's common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. |
| 5. This Form 4 is also being filed by (i) Oaktree Holdings, Inc. ("Holdings") in its capacity as general partner of OCM; (ii) Oaktree Capital Group, LLC ("OCG") in its capacity as the sole shareholder of Holdings; and (iii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP") in its capacity as the duly appointed manager of OCG (each a "Reporting Person" and, collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the Notes reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of the Notes reported herein. |
| 6. Holdings is the general partner of OCM. OCGH GP is a limited liability company managed by an executive committee consisting of Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, John B. Frank, and Jay S. Wintrob (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed to have indirect beneficial ownership of the Notes reported herein. Each OCGH GP Member expressly disclaims beneficial ownership of the Notes reported herein, except to the extent of his respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of the Notes reported herein. |
| Remarks: |
| OAKTREE CAPITAL MANAGEMENT, L.P., By: By: /s/ Brian Price Name: Brian Price Title: Vice President | 02/08/2019 | |
| OAKTREE HOLDINGS, INC. By: /s/ Brian Price Name: Brian Price Title: Authorized Signatory | 02/08/2019 | |
| OAKTREE CAPITAL GROUP, LLC By: Oaktree Capital Group Holdings GP, LLC Its: Manager By: /s/ Brian Price Name: Brian Price Title: Vice President | 02/08/2019 | |
| OAKTREE CAPITAL GROUP HOLDINGS GP, LLC By: /s/ Brian Price Name: Brian Price Title: Vice President | 02/08/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||