ADVANCED MICRO DEVICES INC — Director's Dealing 2021

Aug 11, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADVANCED MICRO DEVICES INC (AMD)
CIK: 0000002488
Period of Report: 2021-08-09

Reporting Person: KUMAR DEVINDER (EVP, CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-09	Common Stock	M	19816	—	Acquired	494829	Direct
2021-08-09	Common Stock	F	9827	$107.58	Disposed	485002	Direct
2021-08-10	Common Stock	M	63045	$1.84	Acquired	548047	Direct
2021-08-10	Common Stock	S	36932	$107.34	Disposed	511115	Direct
2021-08-10	Common Stock	S	25549	$108.24	Disposed	485566	Direct
2021-08-10	Common Stock	S	564	$109.02	Disposed	485002	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-09	Restricted Stock Units	$	M	10186	Disposed		Common Stock (10186.0)	Direct
2021-08-09	Restricted Stock Units	$	M	5942	Disposed		Common Stock (5942.0)	Direct
2021-08-09	Restricted Stock Units	$	M	3688	Disposed		Common Stock (3688.0)	Direct
2021-08-09	PRSU Award	$	A	18793	Acquired		Common Stock (18793.0)	Direct
2021-08-09	RSU Award	$	A	9396	Acquired		Common Stock (9396.0)	Direct
2021-08-09	Stock Option Grant	$107.58	A	21939	Acquired	2028-08-09	Common Stock (21939.0)	Direct
2021-08-10	Stock Option Grant	$1.84	D	63045	Disposed	2022-08-15	Common Stock (63045.0)	Direct

Footnotes

F1: The stock option exercise reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 4, 2020.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 4, 2020.

F3: Transaction executed in multiple trades at prices ranging from $106.88 to $107.87 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: Transaction executed in multiple trades at prices ranging from $107.88 to $108.86 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.

F5: Transaction executed in multiple trades at prices ranging from $108.88 to $109.16 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.

F6: Each restricted stock unit ("RSU") represents a contingent right to receive one share of AMD's common stock.

F7: The RSUs vest 1/3 on each of August 9, 2019, 2020 and 2021.

F8: The RSUs vest 1/3 each on August 9, 2020, 2021 and 2022.

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

F10: 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, 2021 and ends on August 9, 2024, (b) the absolute return on AMD's stock price over the performance period, and (c) the percentage (if any) by which AMD's 2023 fiscal year non-GAAP earnings per share exceeds AMDs 2021 fiscal year non-GAAP earnings per share. Vesting of any earned PRSUs is generally subject to the Reporting Person's continued employment and/or service with AMD through August 9, 2024 (or the one-year anniversary of a change in control, if earlier).

F11: 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 10, above. Earned and vested PRSUs will generally be settled on the later of August 15, 2024 or the date following the Compensation Committee's determination of performance.

F12: The RSUs vest 1/3 on each of August 9, 2022, 2023 and 2024.

F13: The options vest 1/3 on each of August 9, 2022, 2023 and 2024.

F14: This option vested 33 1/3% on August 15, 2016 and 8 1/3% per quarter over the subsequent eight quarters.