Advanced Micro Devices Form 3 / PAUL DARREN GRASBY ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

GRASBY PAUL DARREN

(Last)

(First)

(Middle)

2485 AUGUSTINE DRIVE

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/19/2025

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	123,180	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option	⁽¹⁾	08/09/2028	Common Stock	24,376	107.58	D
Stock Option	⁽²⁾	08/09/2029	Common Stock	37,439	95.54	D
Stock Option	⁽³⁾	08/09/2031	Common Stock	10,172	134.27	D
Performance Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	34,758	⁽⁵⁾	D
Performance Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	17,618	⁽⁷⁾	D
Performance Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	15,543	⁽⁹⁾	D
Performance Stock Units	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	21,253	⁽¹⁰⁾	D
Restricted Stock Units	⁽¹¹⁾	⁽¹¹⁾	Common Stock	8,690	⁽¹²⁾	D
Restricted Stock Units	⁽¹³⁾	⁽¹³⁾	Common Stock	17,618	⁽¹²⁾	D
Restricted Stock Units	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	5,181	⁽¹²⁾	D
Restricted Stock Units	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	21,253	⁽¹²⁾	D

Explanation of Responses:

1. The options vest 1/3 on each of August 9, 2022, 2023 and 2024.

2. The options vest 1/4 on each of August 9, 2023, 2024, 2025 and 2026.

3. The options vest 1/4 on each of August 9, 2025, 2026, 2027 and 2028.

4. The actual number of performance stock units ("PRSU") 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 5, below. 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.

5. 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).

6. The actual number of PRSUs that may be earned, if at all, will be determined by the Committee based on AMD's actual performance with respect to the performance vesting conditions described in footnote 7, below. Earned and vested PRSUs will generally be settled on the later of August 15, 2026 or the date following the Committee's determination of performance.

7. Between 0% and 200% 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, 2023 and ends on August 9, 2026, (b) the absolute return on AMD's stock price over the performance period, and (c) the percentage (if any) by which AMD's 2025 fiscal year non-GAAP earnings per share exceeds AMDs 2023 fiscal year 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, 2026 (or the one-year anniversary of a change in control, if earlier).

8. The actual number of PRSUs that may be earned, if at all, will be determined by the Committee based on AMD's actual performance with respect to the performance vesting conditions described in footnote 9, below. Earned and vested PRSUs will generally be settled on the later of August 15, 2027, or the date following the Committee's determination of performance.

9. Between 0% and 200% 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, 2024 and ends on August 9, 2027, (b) the absolute return on AMD's stock price over the performance period, and (c) the percentage (if any) by which AMD's 2025 fiscal year non-GAAP earnings per share exceeds AMDs 2024 fiscal year 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, 2027 (or the one-year anniversary of a change in control, if earlier).

10. Between 0% and 200% of the target number of PRSUs may be earned depending on AMD's achievement of pre-established stock price milestones over performance period that begins February 8, 2025, and ends on February 8, 2028. Vesting of any earned PRSUs is generally subject to the Reporting Person's continued employment and/or service with AMD through February 15, 2028 (or a change in control, if earlier).

11. The restricted stock units ("RSU") vest 1/4 on each of August 9, 2023, 2024, 2025 and 2026.

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

13. The RSUs vest 1/2 on each of August 9, 2024 and 2025.

14. The RSUs vest 1/4 on each of August 9, 2025, 2026, 2027 and 2028.

15. The RSUs vest 1/3 on each of February 15, 2026, 2027 and 2028.

Remarks:

EXHIBIT LIST: EX-24 POA Paul Darren Grasby 2025

	/s/Linda Lam by Power of Attorney for Paul Darren Grasby	03/03/2025
	** Signature of Reporting Person	Date
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Advanced Micro Devices (AMD) Form 3ADVANCED MICRO DEVICES / PAUL DARREN GRASBY ownership change