ADVANCED MICRO DEVICES INC — Director's Dealing 2015

Jul 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADVANCED MICRO DEVICES INC (AMD)
CIK: 0000002488
Period of Report: 2015-06-30

Reporting Person: WOLIN HARRY A (SVP, Gen. Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-30	Common Stock	M	30468	—	Acquired	364359	Direct
2015-06-30	Common Stock	F	8333	$2.40	Disposed	356026	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-30	Performance Stock Units	$0	A	30468	Disposed		Common Stock (30468)	Direct

Footnotes

F1: 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.

F2: The reported number of securities represents 37.5% of one-half of the initial target number of shares subject to the 2013 PRSUs that were earned as of the 18-month performance period ended December 31, 2014.

F3: The reported number of securities represents the remaining one-half of the initial target number of shares subject to the 2013 PRSUs, of which 37.5% was earned as of the 18-month performance period ended December 31, 2014 and will be settled on June 30, 2016, subject to the reporting person's continued employment with the Company through the settlement date, unless such reporting person's employment agreement or other agreement with the Company provides otherwise.