ADVANCED MICRO DEVICES INC — Director's Dealing 2013

Jul 25, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADVANCED MICRO DEVICES INC (AMD)
CIK: 0000002488
Period of Report: 2013-07-22

Reporting Person: Papermaster Mark D (SVP & Chief Technology Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-22	Stock Option Grant	$3.90	A	270497	Acquired	2020-07-22	Common Stock (270497)	Direct
2013-07-22	RSU Award	$	A	112500	Acquired	2020-07-22	Common Stock (112500)	Direct
2013-07-22	PRSU Award	$	A	225000	Acquired		Common Stock (225000)	Direct

Footnotes

F1: This option vests 33 1/3% on June 17, 2014 and 8.33% per quarter over the next eight following quarters.

F2: Each restricted stock unit represents a contingent right to receive one share of common stock.

F3: This award vests 1/3 on each of August 9, 2014, August 9, 2015 and August 9, 2016.

F4: Each PRSU represents a contingent right to receive between 0% and 200% of one share of common stock. The resulting number of shares acquired upon vesting of the PRSU is contingent upon the Company achieving certain pre-established target levels of Non-GAAP operating income plus interest expense over an 18-month performance period commencing on July 1, 2013 and ending on December 31, 2014 (Performance Period), with the initial maximum number of PRSUs that may be earned being equal to 160% of the initial target PRSUs and the initial minimum number of PRSUs that may be earned being equal to zero. Once the initial PRSU award amount is determined, the PRSUs will then be subject to adjustment based upon the Company's total shareholder return (TSR) relative to the TSR of the S&P 500 IT Sector over the Performance Period, with a maximum negative adjustment of 25% at the 25th percentile, no adjustment at the 50th percentile and a maximum positive adjustment of 125% at the 75th percentile.

F5: The reported number of securities represent the initial target number of PRSUs that may be earned based upon the Company achieving certain pre-established target levels of Non-GAAP operating income plus interest expense over an 18-month performance period commencing on July 1, 2013 and ending on December 31, 2014 (Performance Period), with the initial maximum number of PRSUs that may be earned being equal to 160% of the initial target PRSUs and the initial minimum number of PRSUs that may be earned being equal to zero. Once the initial PRSU award amount is determined, the PRSUs will then be subject to adjustment based upon a second metric, the Company's total shareholder return (TSR) relative to the TSR of the S&P 500 IT Sector over the Performance Period, with a maximum negative adjustment of 25% at the 25th percentile, no adjustment at the 50th percentile and a maximum positive adjustment of 125% at the 75th percentile.