Sec Form 4 Filing - Bergman Rick @ ADVANCED MICRO DEVICES INC - 2020-08-09

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Bergman Rick
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)
EVP, Computing & Graphics
(Last) (First) (Middle)
2485 AUGUSTINE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
08/09/2020
(Street)
SANTA CLARA, CA95054
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 08/09/2020 M 47,798 A $ 0 100,143 D
Common Stock 08/09/2020 F 22,252 ( 1 ) D $ 84.85 77,891 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 (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 ( 2 ) 08/09/2020 M 6,459 ( 3 ) ( 3 ) Common Stock 6,459 $ 0 12,920 D
Restricted Stock Units ( 2 ) 08/09/2020 M 41,339 ( 3 ) ( 3 ) Common Stock 41,339 $ 0 82,692 D
PRSU Award ( 4 ) 08/09/2020 A 21,343 ( 5 ) ( 5 ) Common Stock 21,343 $ 0 21,343 D
RSU Award ( 2 ) 08/09/2020 A 10,671 ( 6 ) ( 6 ) Common Stock 10,671 $ 0 10,671 D
Stock Option Grant $ 84.85 08/09/2020 A 23,527 ( 7 ) 08/09/2027 Common Stock 23,527 $ 0 23,527 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bergman Rick
2485 AUGUSTINE DRIVE
SANTA CLARA, CA95054
EVP, Computing & Graphics
Signatures
/s/Linda Lam by Power of Attorney for Rick Bergman 08/10/2020
Signature of Reporting Person Date
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 )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).
( 5 )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 4, 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.
( 6 )The RSUs vest 1/3 on each of August 9, 2021, 2022 and 2023.
( 7 )The options vest 1/3 on each of August 9, 2021, 2022 and 2023.

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.