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: PENG VICTOR (President, AECG)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-08-09	PRSU Award	$	A	52137	Acquired		Common Stock (52137.0)	Direct
2022-08-09	RSU Award	$	A	26068	Acquired		Common Stock (26068.0)	Direct
2022-08-09	Stock Option Grant	$95.54	A	56158	Acquired	2029-08-09	Common Stock (56158.0)	Direct

Footnotes

F1: 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).

F2: 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 1, 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.

F3: Each restricted stock unit ("RSU") represents a contingent right to receive one share of AMD's common stock.

F4: The RSUs vest 1/4 on each of August 9, 2023, 2024, 2025 and 2026.

F5: The options vest 1/4 on each of August 9, 2023, 2024, 2025 and 2026.