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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
RSU Award | (3) | 02/14/2022 | A | 16,387 | (4) | (4) | Common Stock | 16,387.00 (5) | $ 0 | 16,387 | D | ||||
RSU Award | (3) | 02/14/2022 | A | 21,068 | (6) | (6) | Common Stock | 21,068.00 (5) | $ 0 | 21,068 | D | ||||
RSU Award | (3) | 02/14/2022 | A | 80,462 | (7) | (7) | Common Stock | 80,462.00 (5) | $ 0 | 80,462 | D | ||||
RSU Award | (3) | 02/14/2022 | A | 87,614 | (8) | (8) | Common Stock | 87,614.00 (5) | $ 0 | 87,614 | D | ||||
RSU Award | (3) | 02/14/2022 | A | 94,787 | (9) | (9) | Common Stock | 94,787.00 (5) | $ 0 | 94,787 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PENG VICTOR 2485 AUGUSTINE DRIVE SANTA CLARA, CA 95054 |
President, AECG |
/s/Victor Peng | 02/16/2022 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Pursuant to the Agreement and Plan of Merger dated as of October 26, 2020, by and among Advanced Micro Devices, Inc. ("AMD"), Thrones Merger Sub, Inc., and Xilinx, Inc. ("Xilinx") (the "Agreement"), each share of Xilinx common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 1.7234 shares of AMD common stock. On February 11, 2022 (the last trading day prior to the Merger), the closing price per share of AMD common stock was $113.18. The Reporting Person also received cash in lieu of fractional shares at the Average Parent Stock Price, as per the Agreement, of $125.34. |
(2) | The shares are held by The Peng Family Trust. |
(3) | Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of AMD's common stock. |
(4) | The RSUs vest 1/3 on each of July 10, 2020, 2021 and 2022. |
(5) | Pursuant to the Agreement, each unvested Xilinx RSU outstanding immediately prior to the effective time of the Merger was converted into the right to receive 1.7234 RSUs of AMD common stock. |
(6) | The RSUs vest 1/4 on each of July 10, 2020, 2021, 2022 and 2023. |
(7) | The RSUs vest 1/4 on each of July 10, 2021, 2022, 2023 and 2024. |
(8) | The RSUs vest 1/3 on each of July 10, 2021, 2022 and 2023. |
(9) | The RSUs vest 1/4 on each of July 10, 2022, 2023, 2024 and 2025. |