ADVANCED MICRO DEVICES INC — Director's Dealing 2022

Aug 12, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADVANCED MICRO DEVICES INC (AMD)
CIK: 0000002488
Period of Report: 2022-08-09

Reporting Person: Bergman Rick (EVP, Computing & Graphics)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-08-09	Common Stock	M	54327	—	Acquired	142315	Direct
2022-08-09	Common Stock	F	26938	$95.54	Disposed	115377	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-08-09	Restricted Stock Units	$	M	6461	Disposed		Common Stock (6461.0)	Direct
2022-08-09	Restricted Stock Units	$	M	41352	Disposed		Common Stock (41352.0)	Direct
2022-08-09	Restricted Stock Units	$	M	3557	Disposed		Common Stock (3557.0)	Direct
2022-08-09	Restricted Stock Units	$	M	2957	Disposed		Common Stock (2957.0)	Direct
2022-08-09	PRSU Award	$	A	24330	Acquired		Common Stock (24330.0)	Direct
2022-08-09	RSU Award	$	A	12165	Acquired		Common Stock (12165.0)	Direct
2022-08-09	Stock Option Grant	$95.54	A	26207	Acquired	2029-08-09	Common Stock (26207.0)	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, 2020, 2021 and 2022.

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

F5: The RSUs vest 1/3 on each of August 9, 2022, 2023 and 2024.

F6: Between 0% and 250% of the target number of performance stock units ("PRSU") 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, 2022 and ends on August 9, 2025, (b) the absolute return on AMD's stock price over the performance period, and (c) the percentage (if any) by which AMD's 2024 fiscal year non-GAAP earnings per share exceeds AMDs 2022 fiscal year target 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, 2025 (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 15, 2025 or the date following the Compensation Committee's determination of performance.

F8: The RSUs vest 1/4 on each of August 9, 2023, 2024, 2025 and 2026.

F9: The options vest 1/4 on each of August 9, 2023, 2024, 2025 and 2026.