Document



Delaware	001-07882	94-1692300
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	AMD	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

On November 5, 2019, November 7, 2019, and November 8, 2019 Advanced Micro Devices, Inc. (the “Company”) entered into agreements to issue a total of 24,971,744 shares of its common stock and an aggregate cash payment of $21,065,651 to certain holders of the Company’s 2.125% Convertible Senior Notes due 2026 (the “Notes”) in exchange for an aggregate principal amount of $199,769,000 of Notes.

The Company issued the shares of common stock upon exchange of the Notes to the noteholders in reliance on the exemption from registration provided for under Section 3(a)(9) of the Securities Act of 1933, as amended, as the issuance was made to existing noteholders, no commission or other remuneration was paid.

For earnings per share calculation purposes, the 24,971,744 shares of common stock issued to certain noteholders pursuant to the transactions described in Item 3.02 above will be included going forward in the Company’s weighted average basic share count.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



By:	/s/ Harry A. Wolin
Name:	Harry A. Wolin
Title:	Senior Vice President, General Counsel and Corporate Secretary


Date: November 12, 2019	ADVANCED MICRO DEVICES, INC.