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: Papermaster Mark D (Chief Technology Officer & EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-09	Common Stock	M	28338	—	Acquired	1238133	Direct
2021-08-09	Common Stock	F	11152	$107.58	Disposed	1226981	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-09	Restricted Stock Units	$	M	14553	Disposed		Common Stock (14553.0)	Direct
2021-08-09	Restricted Stock Units	$	M	9043	Disposed		Common Stock (9043.0)	Direct
2021-08-09	Restricted Stock Units	$	M	4742	Disposed		Common Stock (4742.0)	Direct
2021-08-09	PRSU Award	$	A	30016	Acquired		Common Stock (30016.0)	Direct
2021-08-09	RSU Award	$	A	15008	Acquired		Common Stock (15008.0)	Direct
2021-08-09	Stock Option Grant	$107.58	A	35041	Acquired	2028-08-09	Common Stock (35041.0)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of AMD's common stock.

F2: The RSUs vest 1/3 on each of August 9, 2019, 2020 and 2021.

F3: The RSUs vest 1/3 on each of August 9, 2020, 2021 and 2022.

F4: The RSUs vest 1/3 on each of August 9, 2021, 2022 and 2023.

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 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).

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 15, 2024 or the date following the Compensation Committee's determination of performance.

F7: The RSUs vest 1/3 on each of August 9, 2022, 2023 and 2024.

F8: The options vest 1/3 on each of August 9, 2022, 2023 and 2024.