ADVANCED MICRO DEVICES INC — Director's Dealing 2020

Feb 19, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADVANCED MICRO DEVICES INC (AMD)
CIK: 0000002488
Period of Report: 2020-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-15	Common Stock	M	33985	—	Acquired	61098	Direct
2020-02-15	Common Stock	M	3861	—	Acquired	64959	Direct
2020-02-18	Common Stock	S	17922	$54.90	Disposed	47037	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-15	Restricted Stock Units	$	M	33985	Disposed		Common Stock (33985.0)	Direct
2020-02-15	Restricted Stock Units	$	M	3861	Disposed		Common Stock (3861.0)	Direct
2020-02-15	PRSU Award	$	A	39992	Acquired		Common Stock (39992.0)	Direct
2020-02-15	RSU Award	$	A	39992	Acquired		Common Stock (39992.0)	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: Each RSU represents a contingent right to receive one share of AMD's common stock.

F3: The RSUs vest 1/3 on each of February 15, 2019, 2020 and 2021.

F4: The RSUs vest 1/3 on each of February 15, 2020, 2021 and 2022.

F5: 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 began on 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).

F6: 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 5, 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.

F7: The RSUs vest 1/3 on each of February 15, 2021, 2022 and 2023.