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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 | ||||||||
| Restricted Stock Units | (5) | 08/09/2022 | M | 30,112 | (6) | (6) | Common Stock | 30,112.00 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (5) | 08/09/2022 | M | 18,241 | (7) | (7) | Common Stock | 18,241.00 | $ 0 | 18,242 | D | ||||
| Restricted Stock Units | (5) | 08/09/2022 | M | 15,993 | (8) | (8) | Common Stock | 15,993.00 | $ 0 | 31,989 | D | ||||
| Performance Stock Units | (9) | 08/09/2022 | M | 387,597 | (9) | (9) | Common Stock | 775,192.00 | $ 0 | 387,597 | D | ||||
| PRSU Award | (10) | 08/09/2022 | A | 129,764 | (11) | (11) | Common Stock | 129,764.00 | $ 0 | 129,764 | D | ||||
| RSU Award | (5) | 08/09/2022 | A | 64,882 | (12) | (12) | Common Stock | 64,882.00 | $ 0 | 64,882 | D | ||||
| Stock Option Grant | $ 95.54 | 08/09/2022 | A | 139,772 | (13) | 08/09/2029 | Common Stock | 139,772.00 | $ 0 | 139,772 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Su Lisa T 2485 AUGUSTINE DRIVE SANTA CLARA, CA 95054 |
X | Chairman, President & CEO | ||
| /s/ Lisa T. Su. | 08/11/2022 | |
| **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) | Includes the 63,004 shares that were distributed to the Reporting Person as the trustee and sole annuitant of the Reporting Person's May 18, 2020 Grantor Retained Annuity Trust which has been terminated. |
| (2) | 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 Chief Executive Officer or Executive Chair of the Board 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. |
| (3) | 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"). |
| (4) | The shares are withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the release of PRSUs. |
| (5) | Each RSU represents a contingent right to receive one share of AMD's common stock. |
| (6) | The RSUs vest 1/3 on each of August 9, 2020, 2021 and 2022. |
| (7) | The RSUs vest 1/3 on each of August 9, 2021, 2022 and 2023. |
| (8) | The RSUs vest 1/3 on each of August 9, 2022, 2023 and 2024. |
| (9) | 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 Chief Executive Officer or Executive Chair of the Board 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. |
| (10) | 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). |
| (11) | 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 10, 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. |
| (12) | The RSUs vest 1/4 on each of August 9, 2023, 2024, 2025 and 2026. |
| (13) | The options vest 1/4 on each of August 9, 2023, 2024, 2025 and 2026. |