Papermaster Mark D Form 4 ADVANCED MICRO DEVICES / Mark D Papermaster ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Papermaster Mark D

(Last) (First) (Middle)

2485 AUGUSTINE DRIVE

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ADVANCED MICRO DEVICES INC [ AMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Technology Officer & EVP

3. Date of Earliest Transaction (Month/Day/Year)
08/09/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/09/2020		M		37,462	A	$0	1,372,742	D
Common Stock	08/09/2020		F		14,743(1)	D	$84.85	1,357,999	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	08/09/2020		M			13,869	(3)	(3)	Common Stock	13,869	$0	0	D
Restricted Stock Units	(2)	08/09/2020		M			14,551	(4)	(4)	Common Stock	14,551	$0	14,553	D
Restricted Stock Units	(2)	08/09/2020		M			9,042	(5)	(5)	Common Stock	9,042	$0	18,089	D
PRSU Award	(6)	08/09/2020		A		28,458		(7)	(7)	Common Stock	28,458	$0	28,458	D
RSU Award	(2)	08/09/2020		A		14,229		(8)	(8)	Common Stock	14,229	$0	14,229	D
Stock Option Grant	$84.85	08/09/2020		A		31,369		(9)	08/09/2027	Common Stock	31,369	$0	31,369	D

Explanation of Responses:

1. 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").

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

3. The RSUs vest 1/3 on each of August 9, 2018, 2019 and 2020.

4. The RSUs vest 1/3 on each of August 9, 2019, 2020 and 2021.

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

6. 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, 2020 and ends on August 9, 2023, (b) the absolute return on AMD's stock price over the performance period, and (c) AMD's non-GAAP earnings per share growth from its 2020 to 2022 fiscal years. Vesting of any earned PRSUs is generally subject to the Reporting Person's continued employment and/or service with AMD through August 9, 2023 (or the one-year anniversary of a change in control, if earlier).

7. The actual number of PRSUs that may be earned, if at all, will be determined by the Compensation and Leadership Resources Committee ("Compensation Committee") based on AMD's actual performance with respect to the performance vesting conditions described in footnote 6, above. Earned and vested PRSUs will generally be settled on the later of August 16, 2023 or the date following the Compensation Committee's determination of performance.

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

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

Remarks:

	/s/ Linda Lam by Power-of-attorney for Mark Papermaster	08/10/2020
	** Signature of Reporting Person	Date
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