Statement of Changes in Beneficial Ownership (4)
February 19 2020 - 4:44PM
Edgar (US Regulatory)
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
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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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1. Name and Address of Reporting Person
*
GRASBY PAUL DARREN |
2. Issuer Name and Ticker or Trading Symbol
ADVANCED MICRO DEVICES INC
[
AMD
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP & CSO, President EMEA |
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(Last)
(First)
(Middle)
2485 AUGUSTINE DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/15/2020 |
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(Street)
SANTA CLARA, CA 95054
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 2/15/2020 | | M | | 33985 | A | $0 | 61098 | D | |
| Common Stock | 2/15/2020 | | M | | 3861 | A | $0 | 64959 | D | |
| Common Stock | 2/18/2020 | | S | | 17922 (1) | D | $54.90 | 47037 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
| Restricted Stock Units | (2) | 2/15/2020 | | M | | | 33985 | (3) | (3) | Common Stock | 33985.0 | $0 | 33987 | D | |
| Restricted Stock Units | (2) | 2/15/2020 | | M | | | 3861 | (4) | (4) | Common Stock | 3861.0 | $0 | 7723 | D | |
| PRSU Award | (5) | 2/15/2020 | | A | | 39992 | | (6) | (6) | Common Stock | 39992.0 | $0 | 39992 | D | |
| RSU Award | (2) | 2/15/2020 | | A | | 39992 | | (7) | (7) | Common Stock | 39992.0 | $0 | 39992 | D | |
| Explanation of Responses: |
| (1) | Represents shares automatically sold pursuant to an irrevocable sell to cover election to satisfy tax withholding obligations in connection with the vesting and settlement of the Reporting Person's Restricted Stock Units ("RSUs"). |
| (2) | Each RSU represents a contingent right to receive one share of AMD's common stock. |
| (3) | The RSUs vest 1/3 on each of February 15, 2019, 2020 and 2021. |
| (4) | The RSUs vest 1/3 on each of February 15, 2020, 2021 and 2022. |
| (5) | Between 0% and 250% of the target number of PRSUs may be earned depending on (a) the return on AMD's stock price relative to the return on the S&P 500 Index over the performance period that began on August 9, 2019 and ends on August 9, 2022, (b) the absolute return on AMD's stock price over the performance period, and (c) AMD's non-GAAP earnings per share growth from its 2019 to 2021 fiscal years. Notwithstanding, the maximum number of PRSUs that may be earned is limited to (x) twelve times the target value of the PRSU award, divided by (y) the closing price of AMD's stock on the last day of the performance period. Vesting of any earned PRSUs is generally subject to the Reporting Person's continued employment and/or service with AMD through August 9, 2022 (or the one-year anniversary of a change in control, if earlier). |
| (6) | The actual number of PRSUs that may be earned, if at all, will be determined by the Compensation and Leadership Resources Committee ("Compensation Committee") based on AMD's actual performance with respect to the performance vesting conditions described in footnote 5, above. Earned and vested PRSUs will generally be settled on the later of August 16, 2022 or the date following the Compensation Committee's determination of performance. |
| (7) | The RSUs vest 1/3 on each of February 15, 2021, 2022 and 2023. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
GRASBY PAUL DARREN
2485 AUGUSTINE DRIVE
SANTA CLARA, CA 95054 |
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| SVP & CSO, President EMEA |
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Signatures
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| /s/Paul Darren Grasby | | 2/19/2020 |
| **Signature of Reporting Person | Date |
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