ADVANCED MICRO DEVICES INC — Director's Dealing 2018

Aug 13, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADVANCED MICRO DEVICES INC (AMD)
CIK: 0000002488
Period of Report: 2018-08-09

Reporting Person: WOLIN HARRY A (SVP, GC & Corporate Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-09	Common Stock	M	33885	—	Acquired	1134343	Direct
2018-08-10	Common Stock	S	13505	$19.14	Disposed	1120838	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-09	Restricted Stock Units	$	M	24640	Disposed		Common Stock (24640.0)	Direct
2018-08-09	Restricted Stock Units	$	M	9245	Disposed		Common Stock (9245.0)	Direct
2018-08-09	Stock Option Grant	$19.1	A	52749	Acquired	2025-08-09	Common Stock (52749.0)	Direct
2018-08-09	RSU Award	$	A	21827	Acquired		Common Stock (21827.0)	Direct
2018-08-09	PRSU Award	$	A	43655	Acquired		Common Stock (43655.0)	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 Restricted Stock Unit ("RSU") vesting.

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

F3: The RSUs vest 1/3 on each of August 9, 2017, 2018 and 2019.

F4: The RSUs vest 1/3 each on August 9, 2018, 2019 and 2020.

F5: The options vest 1/3 on each of August 9, 2019, 2020 and 2021.

F6: The RSUs vest 1/3 on each of August 9, 2019, 2020 and 2021.

F7: Each performance based restricted stock unit ("PRSU") represents a contingent right to receive one share of AMD's common stock. 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 (Performance Period) that begins August 9, 2018 and ends on August 9, 2021, (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 2018 to 2020 fiscal years. Notwithstanding, the maximum number of PRSUs that may be earned is limited to (x) eight 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, 2021.

F8: The actual number of PRSUs that may be earned, if at all, will be determined by the Compensation and Leadership Resources Committee ("CLRC") based on AMD's actual performance with respect to the performance vesting conditions described in footnote 7, above. Earned and vested PRSUs will generally be settled on the later of August 16, 2021 or the date following the CLRC's determination of performance.