Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  BALKANSKI ALEXANDRE
2. Date of Event Requiring Statement (Month/Day/Year)
06/06/2007
3. Issuer Name and Ticker or Trading Symbol
INFINERA CORP [INFN]
(Last)
(First)
(Middle)
2480 SAND HILL ROAD, SUITE 200
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MENLO PARK, CA 94025
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 42,500
I
See footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock   (2)   (2) Common Stock 865,137 $ (2) I See footnote (1)
Series D Convertible Preferred Stock   (3)   (3) Common Stock 215,146 $ (3) I See footnote (1)
Series E Convertible Preferred Stock   (4)   (4) Common Stock 1,534,980 $ (4) I See footnote (1)
Non-qualified stock option (right to buy)   (5) 01/03/2017 Common Stock 75,000 $ 4.04 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BALKANSKI ALEXANDRE
2480 SAND HILL ROAD
SUITE 200
MENLO PARK, CA 94025
  X      

Signatures

/s/ Alexandre Balkanski 06/06/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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 are held directly by Benchmark Capital Partners IV, L.P., as nominee ("BCP IV"). Alexandre Balkanski is a managing member of Benchmark Capital Management Co. IV, L.L.C. ("BCMC IV"), the general partner of BCP IV, and may be deemed to share voting and dispositive power over the shares that may be deemed beneficially held by BCMC IV. The reporting person disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.
(2) The Series A Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1.033 basis immediately prior to the closing of the Issuer's initial public offering of common stock.
(3) The Series D Convertible Preferred Stock shall automatically convert into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering of common stock.
(4) The Series E Convertible Preferred Stock shall automatically convert into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering of common stock.
(5) The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vest on January 3, 2008 and one forty-eighth of the shares shall vest monthly thereafter.

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