ADVANCED MICRO DEVICES INC — Director's Dealing 2019

Aug 13, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADVANCED MICRO DEVICES INC (AMD)
CIK: 0000002488
Period of Report: 2019-08-09

Reporting Person: GRASBY PAUL DARREN (SVP & CSO, President EMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-09	Common Stock	M	30982	—	Acquired	53961	Direct
2019-08-12	Common Stock	S	14848	$33.53	Disposed	39113	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-08-09	Restricted Stock Units	$	M	6570	Disposed		Common Stock (6570.0)	Direct
2019-08-09	Restricted Stock Units	$	M	9861	Disposed		Common Stock (9861.0)	Direct
2019-08-09	Restricted Stock Units	$	M	14551	Disposed		Common Stock (14551.0)	Direct
2019-08-09	PRSU Award	$	A	34108	Acquired		Common Stock (34108.0)	Direct
2019-08-09	RSU Award	$	A	17054	Acquired		Common Stock (17054.0)	Direct
2019-08-09	Stock Option Grant	$34.19	A	42434	Acquired	2026-08-09	Common Stock (42434.0)	Direct

Footnotes

F1: Represents shares automatically sold pursuant to an irrevocable sell to cover election to satisfy tax withholding obligations in connection with the vesting and settlement of the Reporting Person's Restricted Stock Units ("RSUs").

F2: The reported price in Column 4 is the price applied to the Reporting Person's account by the broker and represents a weighted average sale price for a block sale.

F3: Each RSU represents a contingent right to receive one share of AMD's common stock.

F4: The RSUs vest 1/3 on each of August 9, 2017, 2018 and 2019.

F5: The RSUs vest 1/3 on each of August 9, 2018, 2019 and 2020.

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

F7: 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 that begins August 9, 2019 and ends on August 9, 2022, (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 2019 to 2021 fiscal years. Notwithstanding, the maximum number of PRSUs that may be earned is limited to (x) twelve 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, 2022 (or the one-year anniversary of a change in control, if earlier).

F8: The actual number of PRSUs that may be earned, if at all, will be determined by the Compensation and Leadership Resources Committee ("Compensation Committee") 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, 2022 or the date following the Compensation Committee's determination of performance.

F9: The RSUs vest 1/3 on each of August 9, 2020, 2021 and 2022.

F10: The options vest 1/3 on each of August 9, 2020, 2021 and 2022.