Transaction
Valuation*
|
Amount
of Filing Fee
|
|
$50,929,629
|
$3,631.28
|
* |
Estimated
solely for purposes of determining the filing fee. This amount
assumes that options to purchase 5,265,300 shares of common stock of
Infinera Corporation having an aggregate value of $ 50,929,629 as of
January 25, 2010 will be exchanged or cancelled pursuant to this
offer. The aggregate value of such securities was calculated
based on the Black-Scholes option pricing model. The amount of
the filing fee, calculated in accordance with Rule 0-11(b) of the
Securities Exchange Act of 1934, as amended, equals $71.30 for each
$1,000,000 of the value of this
transaction.
|
x |
Check
the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing.
|
Amount
Previously Paid:
|
$3,631.28 | ||
Form
or Registration No.:
|
Schedule
TO (File No. 005-83483)
|
||
Filing
party:
|
Infinera
Corporation
|
||
Date
filed:
|
January
25, 2010
|
o |
Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
|
Check
the appropriate boxes below to designate any transactions to which the
statement relates:
|
||
o |
third
party tender offer subject to Rule 14d-1.
|
|
x |
issuer
tender offer subject to Rule 13e-4.
|
|
o |
going-private
transaction subject to Rule 13e-3.
|
|
o |
amendment
to Schedule 13D under Rule 13d-2.
|
|
Check
the following box if the filing is a final amendment reporting the results
of the tender offer:
|
||
Item 4.
|
Terms
of the Transaction
|
INFINERA
CORPORATION
|
||
/s/
Michael O. McCarthy, III
|
||
Michael
O. McCarthy, III
|
||
Chief
Legal Officer and Corporate
Secretary
|