AMD Advanced Micro Devices Inc

SCHEDULE 13D

 

¹   The calculation of the percentage of the class owned by the Reporting Persons is based on 1,020 ,016,174 shares of common stock of the issuer deemed to be outstanding pursuant to Rule 13d-3(d)(1), using the number of shares outstanding as of May 4 , 2017, as reported in the issuer’s most recent Quarterly Report on Form 10-Q, filed on May 8, 2017, which was 945,016,174 shares, plus the warrants to purchase 75,000,000 shares of common stock issued to the Reporting Persons on August 30, 2016, which warrants are exercisable with respect to 75,000,000 shares within 60 days of this Amendment No. 8.  Exercise of such warrants is not permitted if doing so would cause the Reporting Person, together with its affiliates, to own more than 19.9% of the outstanding common stock of the issuer at any one time.

 

 

SCHEDULE 13D

 

²   The calculation of the percentage of the class owned by the Reporting Persons is based on 1,020 ,016,174 shares of common stock of the issuer deemed to be outstanding pursuant to Rule 13d-3(d)(1), using the number of shares outstanding as of May 4 , 2017, as reported in the issuer’s most recent Quarterly Report on Form 10-Q, filed on May 8, 2017, which was 945,016,174 shares, plus the warrants to purchase 75,000,000 shares of common stock issued to the Reporting Persons on August 30, 2016, which warrants are exercisable with respect to 75,000,000 shares within 60 days of this Amendment No. 8.  Exercise of such warrants is not permitted if doing so would cause the Reporting Person, together with its affiliates, to own more than 19.9% of the outstanding common stock of the issuer at any one time.

 

 

SCHEDULE 13D

 

³   The calculation of the percentage of the class owned by the Reporting Persons is based on 1,020 ,016,174 shares of common stock of the issuer deemed to be outstanding pursuant to Rule 13d-3(d)(1), using the number of shares outstanding as of May 4 , 2017, as reported in the issuer’s most recent Quarterly Report on Form 10-Q, filed on May 8, 2017, which was 945,016,174 shares, plus the warrants to purchase 75,000,000 shares of common stock issued to the Reporting Persons on August 30, 2016, which warrants are exercisable with respect to 75,000,000 shares within 60 days of this Amendment No. 8.  Exercise of such warrants is not permitted if doing so would cause the Reporting Person, together with its affiliates, to own more than 19.9% of the outstanding common stock of the issuer at any one time.

 

 

SCHEDULE 13D

 

⁴   The calculation of the percentage of the class owned by the Reporting Persons is based on 1,020 ,016,174 shares of common stock of the issuer deemed to be outstanding pursuant to Rule 13d-3(d)(1), using the number of shares outstanding as of May 4 , 2017, as reported in the issuer’s most recent Quarterly Report on Form 10-Q, filed on May 8, 2017, which was 945,016,174 shares, plus the warrants to purchase 75,000,000 shares of common stock issued to the Reporting Persons on August 30, 2016, which warrants are exercisable with respect to 75,000,000 shares within 60 days of this Amendment No. 8.  Exercise of such warrants is not permitted if doing so would cause the Reporting Person, together with its affiliates, to own more than 19.9% of the outstanding common stock of the issuer at any one time.

 

 

This Amendment No. 8 amends and supplements the Statement on Schedule 13D originally filed by Mubadala Development Company PJSC, a public joint stock company established under the laws of the Emirate of Abu Dhabi (“ Mubadala Development Company ”), West Coast Hitech L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“ Holder ”), and West Coast Hitech G.P., Ltd., a general partnership organized under the laws of the Cayman Islands (each a “ Reporting Person ” and together with Mubadala Investment Company (as defined below) the “ Reporting Persons ”), with the Securities and Exchange Commission (the “ SEC ”) on October 16, 2008, as amended prior to the date hereof (the “ Original Report ”), with respect to the Common Stock, par value $0.01 per share (the “ Common Stock ”), of Advanced Micro Devices, Inc. (the “ Issuer ”, or “ AMD ”), with its principal executive offices located at One AMD Place, Sunnyvale, CA 94088-3453.  Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Original Report.  The Original Report, as amended by this Amendment No. 8, is hereinafter referred to as the “ Schedule 13D .”  

 

In January 2017, H.H. Sheikh Khalifa bin Zayed Al Nahyan, the Ruler of Abu Dhabi, issued a law creating Mubadala Investment Company PJSC, a public joint stock company established under the laws of the Emirate of Abu Dhabi and wholly owned by the Government of Abu Dhabi (“ Mubadala Investment Company ”).  The law also effected the transfer of the Government’s 100% shareholdings in each of Mubadala Development Company and International Petroleum Investment Company, a public joint stock company established under the laws of the Emirate of Abu Dhabi (“ IPIC ”), to Mubadala Investment Company (the “ Mubadala New Structure ”).  Mubadala Investment Company became operational in May 2017 and is being added as a “Reporting Person” to the Schedule 13D as it may be deemed to beneficially own over 5% of the Common Stock outstanding as a result of the Mubadala New Structure.

Item 2.            Identity and Background.

 

The response set forth in Item 2 of the Original Report is hereby amended in its entirety to read as follows:

 

This Statement is being filed jointly by Mubadala Investment Company PJSC, a public joint stock company established under the laws of the Emirate of Abu Dhabi (“ Mubadala Investment Company ”), Mubadala Development Company PJSC, a public joint stock company established under the laws of the Emirate of Abu Dhabi (“ Mubadala Development Company ”), West Coast Hitech L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“ Holder ”), and West Coast Hitech G.P., Ltd., a general partnership organized under the laws of the Cayman Islands (each a “ Reporting Person ” and together the “ Reporting Persons ”).

 

 

Mubadala Investment Company

 

Mubadala Investment Company is a public joint stock company headquartered in Abu Dhabi, the capital of the United Arab Emirates.  Mubadala Investment Company’s sole shareholder is the Government of the Emirate of Abu Dhabi.  Its principal business is the development and management of an extensive and economically diverse portfolio of commercial initiatives designed to accelerate economic growth for the long-term benefit of Abu Dhabi.  The principal business address of Mubadala Investment Company is P.O. Box 45005, Abu Dhabi, United Arab Emirates.

 

Set forth on Schedule A-1 to this Statement, and incorporated herein by reference, is the name, residence or business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, and citizenship, of each executive officer and director of Mubadala Investment Company.

 

During the last five years, neither Mubadala Investment Company nor, to the best of Mubadala Investment Company’s knowledge, any of its directors or executive officers has: been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Mubadala Development Company

 

Mubadala Development Company is a public joint stock company headquartered in Abu Dhabi, the capital of the United Arab Emirates.  Mubadala Development Company’s sole shareholder is Mubadala Investment Company.   The principal business address of Mubadala Development Company is P.O. Box 45005, Abu Dhabi, United Arab Emirates.

 

Set forth on Schedule A-2 to this Statement, and incorporated herein by reference, is the name, residence or business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, and citizenship, of each director of Mubadala Development Company.  Mubadala Development Company does not have executive officers.

 

 

West Coast Hitech G.P., Ltd.

 

 

Item 4.

Purpose of Transaction.

 

The response set forth in Item 4 of the Original Report is hereby amended to replace the ninth and tenth paragraphs of such response with the following:

 

 

Item 7.

Materials to be Filed as Exhibits.

 

Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

 

 

99.7	Warrant to Purchase 35,000,000 Shares of Common Stock of Advanced Micro Devices, Inc. (incorporated by reference from Exhibit 4.1 to AMD’s Registration Statement on Form S-3, filed on March 2, 2009).
99.8	Amendment No. 2 to Master Transaction Agreement, among Advanced Micro Devices, Inc., Mubadala Technology Investments LLC, and West Coast Hitech L.P., dated August 30, 2016 (incorporated by reference from Exhibit 99.7 to Amendment No. 6 to the Schedule 13D filed by the Reporting Persons on September 2, 2016).
99.9	Warrant to Purchase 75,000,000 Shares of Common Stock of Advanced Micro Devices, Inc. (incorporated by reference from Exhibit 10.1 to AMD’s Current Report on Form 8-K, filed on August 31, 2016).
99.10	Lock Up Agreement, dated March 2, 2017, by and between West Coast Hitech L.P. and Goldman Sachs & Co. (incorporated by reference from Exhibit 99.9 to Amendment No. 7 to the Schedule 13D filed by the Reporting Persons on March 6, 2017).
99.11	Side Letter Agreement, dated March 2, 2017, by and between West Coast Hitech L.P. and Goldman Sachs & Co. (incorporated by reference from Exhibit 99.10 to Amendment No. 7 to the Schedule 13D filed by the Reporting Persons on March 6, 2017).

 

 

 

 

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:

July 5, 2017

 

 

 

SCHEDULE A-1

 

DIRECTORS AND EXECUTIVE OFFICERS OF MUBADALA INVESTMENT COMPANY

 

The following table sets forth the name, present principal occupation or employment, and the name and principal business of the corporation or organization in which the employment is conducted for each member of the board of directors and each executive officer of Mubadala Investment Company.  Each director of Mubadala Investment Company, and, except where indicated below, each executive officer of Mubadala Investment Company, is a citizen of the United Arab Emirates.  The business address of each such executive officer and director is c/o Mubadala Investment Company PJSC, P.O. Box 45005, Abu Dhabi, United Arab Emirates.  Information about Mubadala Development Company is set forth in Schedule A-2 of this Schedule 13D.  Information about the other Reporting Persons is set forth in Item 2 of this Schedule 13D.

 

 

 

 

 

SCHEDULE A-2

 

DIRECTORS OF MUBADALA DEVELOPMENT COMPANY

 

The following table sets forth the name, present principal occupation or employment, and the name and principal business of the corporation or organization in which the employment is conducted for each member of the board of directors of Mubadala Development Company.  Except where indicated below, each director of Mubadala Development Company is a citizen of the United Arab Emirates.  The business address of each such director is c/o Mubadala Development Company PJSC, P.O. Box 45005, Abu Dhabi, United Arab Emirates.  Mubadala Development Company does not have executive officers.  Information about the other Reporting Persons is set forth in Item 2 of this Schedule 13D.

 

 

 

 

 

 

 

SCHEDULE A-3

 

DIRECTORS OF WEST COAST HITECH G.P., LTD.

 

The following table sets forth the name, present principal occupation or employment, and the name and principal business of the corporation or organization in which the employment is conducted, and citizenship, for each member of the board of directors of West Coast Hitech G.P., Ltd.  The business address of each such director is c/o Mubadala Development Company PJSC, P.O. Box 45005, Abu Dhabi, United Arab Emirates.  West Coast Hitech G.P., Ltd. does not have executive officers.  Information about the other Reporting Persons is set forth in Item 2 of this Schedule 13D.

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT INDEX

 

 

 

 

 

 

 

 

 

 

 

 

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