ADVANCED MICRO DEVICES INC — Director's Dealing 2018

Aug 17, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADVANCED MICRO DEVICES INC (AMD)
CIK: 0000002488
Period of Report: 2018-08-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-15	Common Stock	M	515103	—	Acquired	1599708	Direct
2018-08-15	Common Stock	M	74452	$5.87	Acquired	1674160	Direct
2018-08-15	Common Stock	S	74452	$19.86	Disposed	1599708	Direct
2018-08-16	Common Stock	S	237510	$19.51	Disposed	1362198	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-15	Stock Option Grant	$5.87	M	74452	Disposed	2019-06-15	Common Stock (74452.0)	Direct
2018-08-15	Performance Stock Units	$0.0	M	515103	Disposed		Common Stock (515103.0)	Direct

Footnotes

F1: The stock option exercise reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 9, 2017.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 9, 2017.

F3: Transaction executed in multiple trades at prices ranging from $19.64 to $20.08 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.

F4: 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.

F5: The reported price in Column 4 is a weighted average sale price applied to the transaction by the broker. These shares were sold as part of a block trade in multiple transactions at prices ranging from $19.25 to $19.84 per share, inclusive. The Reporting Person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F6: These options vested 33 1/3% on June 15, 2013 and then 8 1/3% per quarter over the next eight following quarters.

F7: The number of PRSUs that may be earned is based on a three-year compound annual growth rate milestone related to AMD's closing stock price that may be attained within the three-year performance period that began on August 15, 2015 and ends on August 15, 2018 (the "Performance Period"), with the potential payout levels of PRSUs at 50%, 100%, 200% and 250% of the target number of PRSUs granted, provided however, no more than 50% of the PRSU Award shall vest on the first anniversary of the grant date and 50% shall vest at the end of the Performance Period, to the extent earned.

F8: The reported number of securities represents the remaining 50% of the earned number of shares that vested at the end of the Performance Period.