ADVANCED MICRO DEVICES INC — Director's Dealing 2023

Feb 17, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADVANCED MICRO DEVICES INC (AMD)
CIK: 0000002488
Period of Report: 2023-02-15

Reporting Person: Hu Jean X. (EVP, CFO and Treasurer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-15	PRSU Award	$	A	65971	Acquired		Common Stock (65971.0)	Direct
2023-02-15	RSU Award	$	A	92360	Acquired		Common Stock (92360.0)	Direct
2023-02-15	RSU Award	$	A	65971	Acquired		Common Stock (65971.0)	Direct

Footnotes

F1: Between 0% and 250% of the target number of performance stock units ("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 three-year performance period that begins February 15, 2023 and ends on February 15, 2023, (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. Earned PRSUs will vest on February 15, 2026, generally subject to the Reporting Person's continued service through such date.

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") of the Board of Directors of AMD 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 February 15, 2026 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 1/3 on each of February 15, 2024, 2025 and 2026.

F5: The RSUs vest 100% on the first anniversary of the date of grant.