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Form 4 ADVANCED MICRO DEVICES For: Aug 09 Filed by: Su Lisa T

August 11, 2022 6:07 PM EDT

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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 *
Su Lisa T

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President & CEO
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)
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 08/09/2022   M   64,346 A $ 0 2,208,267 (1) D  
Common Stock 08/09/2022   M   775,192 (2) A $ 0 2,983,459 D  
Common Stock 08/09/2022   F   25,322 (3) D $ 95.54 2,958,137 D  
Common Stock 08/09/2022   F   305,039 (4) D $ 95.54 2,653,098 D  
Common Stock               200,000 I By Grantor Retained Annuity Trust 2021A
Common Stock               200,000 I By Grantor Retained Annuity Trust 2021B
Common Stock               200,000 I By Grantor Retained Annuity Trust 2021C
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 (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  
Explanation of Responses:
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.
/s/ Lisa T. Su. 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.


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