ADVANCED MICRO DEVICES INC — Director's Dealing 2022

Aug 11, 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: Papermaster Mark D (Chief Technology Officer & EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-08-09	Common Stock	M	18791	—	Acquired	1313423	Direct
2022-08-09	Common Stock	M	217054	—	Acquired	1530477	Direct
2022-08-09	Common Stock	F	7396	$95.54	Disposed	1523081	Direct
2022-08-09	Common Stock	F	85411	$95.54	Disposed	1437670	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-08-09	Restricted Stock Units	$	M	9046	Disposed		Common Stock (9046.0)	Direct
2022-08-09	Restricted Stock Units	$	M	4743	Disposed		Common Stock (4743.0)	Direct
2022-08-09	Restricted Stock Units	$	M	5002	Disposed		Common Stock (5002.0)	Direct
2022-08-09	Performance Stock Units	$	M	108527	Disposed		Common Stock (217054.0)	Direct
2022-08-09	PRSU Award	$	A	43448	Acquired		Common Stock (43448.0)	Direct
2022-08-09	RSU Award	$	A	21724	Acquired		Common Stock (21724.0)	Direct
2022-08-09	Stock Option Grant	$95.54	A	46798	Acquired	2029-08-09	Common Stock (46798.0)	Direct

Footnotes

F1: Reflects shares issued in settlement of performance stock units ("PRSUs") earned and vested under the Value Creation Award granted to the Reporting Person on August 9, 2019 (the "VCA"). On November 18, 2020, the Compensation and Leadership Resources Committee ("Compensation Committee") of the Board of Directors (the "Board") of AMD certified achievement of the VCA at 200% of target. As a result, each PRSU under the VCA represents the right to receive two shares of AMD's common stock. 50% of the PRSUs that were earned under the VCA became vested and settled on August 9, 2022. The remaining 50% of the PRSUs earned under the VCA will become vested on August 9, 2024, subject to the Reporting Person continuing as AMD's Executive Vice President or more senior position through such date; provided, however, that vesting will accelerate if the Reporting Person incurs a "covered termination" (as defined in the Reporting Person's employment agreement) on or after August 9, 2023.

F2: 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").

F3: The shares are withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the release of PRSUs.

F4: Each RSU represents a contingent right to receive one share of AMD's common stock.

F5: The RSUs vest 1/3 on each of August 9, 2020, 2021 and 2022.

F6: The RSUs vest 1/3 on each of August 9, 2021, 2022 and 2023.

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

F8: Reflects number of PRSUs remaining outstanding under the VCA. On November 18, 2020, the Compensation Committee of the Board of AMD certified achievement of the VCA at 200% of target. As a result, each PRSU outstanding under the VCA represents a contingent right to receive two shares of AMD's common stock on August 9, 2024, subject to the Reporting Person continuing as AMD's Executive Vice President or more senior position through such date; provided, however, that vesting will accelerate if the Reporting Person incurs a "covered termination" (as defined in the Reporting Person's employment agreement) on or after August 9, 2023.

F9: 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, 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).

F10: The actual number of PRSUs that may be earned, if at all, will be determined by the Compensation Committee based on AMD's actual performance with respect to the performance vesting conditions described in footnote 9, 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.

F11: The RSUs vest 1/4 on each of August 9, 2023, 2024, 2025 and 2026.

F12: The options vest 1/4 on each of August 9, 2023, 2024, 2025 and 2026.