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 |
| |||||||||||||||
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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ADVANCED MICRO DEVICES INC [ AMD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
3. Date of Earliest Transaction (Month/Day/Year) 08/09/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 08/09/2022 | M | 12,196 | A | $0 | 236,018 | D | |||
Common Stock | 08/09/2022 | F | 4,801(1) | D | $95.54 | 231,217 | 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) | 08/09/2022 | M | 5,945 | (3) | (3) | Common Stock | 5,945 | $0 | 0 | D | ||||
Restricted Stock Units | (2) | 08/09/2022 | M | 3,294 | (4) | (4) | Common Stock | 3,294 | $0 | 3,294 | D | ||||
Restricted Stock Units | (2) | 08/09/2022 | M | 2,957 | (5) | (5) | Common Stock | 2,957 | $0 | 5,917 | D | ||||
PRSU Award | (6) | 08/09/2022 | A | 27,806 | (7) | (7) | Common Stock | 27,806 | $0 | 27,806 | D | ||||
RSU Award | (2) | 08/09/2022 | A | 13,903 | (8) | (8) | Common Stock | 13,903 | $0 | 13,903 | D | ||||
Stock Option Grant | $95.54 | 08/09/2022 | A | 29,951 | (9) | 08/09/2029 | Common Stock | 29,951 | $0 | 29,951 | 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, 2020, 2021 and 2022. |
4. The RSUs vest 1/3 on each of August 9, 2021, 2022 and 2023. |
5. The RSUs vest 1/3 on each of August 9, 2022, 2023 and 2024. |
6. Between 0% and 250% of the target number of performance stock units ("PRSU") 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). |
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 15, 2025 or the date following the Compensation Committee's determination of performance. |
8. The RSUs vest 1/4 on each of August 9, 2023, 2024, 2025 and 2026. |
9. The options vest 1/4 on each of August 9, 2023, 2024, 2025 and 2026. |
Remarks: |
/s/Forrest Eugene Norrod | 08/11/2022 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |