Sec Form 4 Filing - Su Lisa T @ ADVANCED MICRO DEVICES INC - 2017-08-09

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Su Lisa T
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)
President & CEO
(Last) (First) (Middle)
ONE AMD PLACE
3. Date of Earliest Transaction (MM/DD/YY)
08/09/2017
(Street)
SUNNYVALE, CA94085
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/09/2017 M 196,307 A $ 0 2,059,452 D
Common Stock 08/10/2017 S 84,813 ( 1 ) D $ 12.46 ( 2 ) 1,974,639 D
Common Stock 196,544 I By Grantor Retained Annuity Trust
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 3 ) 08/09/2017 M 81,318 ( 4 ) ( 4 ) Common Stock 81,318 $ 0 0 D
Restricted Stock Units ( 3 ) 08/09/2017 M 114,989 ( 5 ) ( 5 ) Common Stock 114,989 $ 0 230,015 D
Stock Option Grant $ 12.83 08/09/2017 A 347,577 ( 6 ) 08/09/2024 Common Stock 347,577 $ 0 347,577 D
RSU Award ( 3 ) 08/09/2017 A 147,928 ( 7 ) ( 7 ) Common Stock 147,928 $ 0 147,928 D
PRSU Award ( 8 ) 08/09/2017 A 295,857 ( 9 ) ( 9 ) Common Stock 295,857 $ 0 295,857 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Su Lisa T
ONE AMD PLACE
SUNNYVALE, CA94085
X President & CEO
Signatures
/s/ Lisa T. Su 08/11/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares automatically sold pursuant to an irrevocable sell to cover election to satisfy tax withholding obligations in connection with the Reporting Person's Restricted Stock Unit ("RSU") vesting.
( 2 )Transaction executed in multiple trades at prices ranging from $12.17 to $12.92 per share, inclusive. The price reported in column 4 above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
( 3 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of AMD's common stock.
( 4 )The RSUs vest 1/3 each on August 9, 2015, 2016 and 2017.
( 5 )The RSUs vest 1/3 on each of August 9, 2017, 2018 and 2019.
( 6 )The options vest 1/3 on each of August 9, 2018, 2019 and 2020.
( 7 )The RSUs vest 1/3 each on August 9, 2018, 2019 and 2020.
( 8 )Each performance based restricted stock unit ("PRSU") represents a contingent right to receive one share of AMD's common stock. The number of PRSUs that may be earned is between 0% and 250% of the target number of PRSUs; provided that, the maximum number of PRSUs that may be earned is capped at the number equal to (i) eight times the target value of the PRSU award, divided by (ii) the closing price of the Company's stock on the last day of a three-year performance period ending on August 9, 2020 (the "Performance Period").
( 9 )The actual number of PRSUs that may be earned, if at all, is contingent upon the achievement of pre-established performance metrics over the Performance Period. Earned and vested PRSUs will generally be settled on the later of August 15, 2020, or the date following the Compensation Committee's certification of performance.

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