ADVANCED MICRO DEVICES INC — Director's Dealing 2017

Aug 7, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADVANCED MICRO DEVICES INC (AMD)
CIK: 0000002488
Period of Report: 2017-08-03

Reporting Person: ANDERSON JAMES ROBERT (SVP & GM, CG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-03	Common Stock	M	246430	—	Acquired	668793	Direct
2017-08-04	Common Stock	S	130217	$13.18	Disposed	538576	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-03	Performance Stock Units	$0.0	M	246430	Disposed		Common Stock (246430.0)	Direct

Footnotes

F1: Represents shares automatically sold pursuant to an irrevocable sell to cover election to satisfy tax withholding obligations in connection with the Reporting Person's Performance-based Restricted Stock Unit ("PRSU") vesting.

F2: Transaction executed in multiple trades at prices ranging from $13.03 to $13.35 per share, inclusive. The price reported in column 4 above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

F3: Each PRSU represents a contingent right to receive between 0% and 250% of one share of AMD's common stock. The resulting number of shares acquired upon vesting of the PRSU is contingent upon three-year compound annual growth rate milestones related to AMD's closing stock price that may be attained with the three-year performance period commencing on July 15, 2016 and ending on August 9, 2019 (the "Performance Period").

F4: The reported number of securities represents 50% of the earned number of shares subject to the 2016 PRSUs, that were issuable on the date the Compensation and Leadership Resources Committee (the "Committee") certified performance.

F5: The number of PRSUs that may be earned, if at all, is based on three-year compound annual growth rate milestones related to AMD's closing stock price that may be attained within the Performance Period, with the potential payout levels of PRSUs at 50%, 100%, 200% and 250% of the target number of PRSUs granted. Any PRSU earned pursuant to the attainment of a performance level will vest and be paid out 50% upon the Compensation Committee's certification of the attainment of the performance level (provided, that no PRSU will vest before the first anniversary of the grant date) and the remaining 50% will vest and be paid out at the end of the Performance Period, subject to the recipient's continuous employment or service through each such vesting date.

F6: The reported number of securities represents the remaining 50% of the number of shares that will vest at the end of the Performance Period subject to the Reporting Person's continued employment.