ADVANCED MICRO DEVICES INC — Director's Dealing 2020

Aug 11, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADVANCED MICRO DEVICES INC (AMD)
CIK: 0000002488
Period of Report: 2020-08-09

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-09	Common Stock	M	20913	—	Acquired	1497192	Direct
2020-08-09	Common Stock	F	8231	$84.85	Disposed	1488961	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-08-09	Restricted Stock Units	$	M	9246	Disposed		Common Stock (9246.0)	Direct
2020-08-09	Restricted Stock Units	$	M	7275	Disposed		Common Stock (7275.0)	Direct
2020-08-09	Restricted Stock Units	$	M	4392	Disposed		Common Stock (4392.0)	Direct
2020-08-09	PRSU Award	$	A	14624	Acquired		Common Stock (14624.0)	Direct
2020-08-09	RSU Award	$	A	7312	Acquired		Common Stock (7312.0)	Direct
2020-08-09	Stock Option Grant	$84.85	A	16120	Acquired	2027-08-09	Common Stock (16120.0)	Direct

Footnotes

F1: The shares are withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the release of restricted stock units ("RSU").

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

F3: The RSUs vest 1/3 on each of August 9, 2018, 2019 and 2020.

F4: The RSUs vest 1/3 on each of August 9, 2019, 2020 and 2021.

F5: The RSUs vest 1/3 on each of August 9, 2020, 2021 and 2022.

F6: 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, 2020 and ends on August 9, 2023, (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 2020 to 2022 fiscal years. Vesting of any earned PRSUs is generally subject to the Reporting Person's continued employment and/or service with AMD through August 9, 2023 (or the one-year anniversary of a change in control, if earlier).

F7: 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 6, above. Earned and vested PRSUs will generally be settled on the later of August 16, 2023 or the date following the Compensation Committee's determination of performance.

F8: The RSUs vest 1/3 on each of August 9, 2021, 2022 and 2023.

F9: The options vest 1/3 on each of August 9, 2021, 2022 and 2023.