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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
GRASBY PAUL DARREN
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & CSO
3. Date of Earliest Transaction (Month/Day/Year)
08/09/2021
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 08/09/2021 M 24,189 A $0 68,300 D
Common Stock 08/09/2021 F 11,370 D $107.58 56,930 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 (1) 08/09/2021 M 14,553 (2) (2) Common Stock 14,553 $0 0 D
Restricted Stock Units (1) 08/09/2021 M 5,684 (3) (3) Common Stock 5,684 $0 5,686 D
RSU Award (1) 08/09/2021 M 3,952 (4) (4) Common Stock 3,952 $0 7,905 D
PRSU Award (5) 08/09/2021 A 20,881 (6) (6) Common Stock 20,881 $0 20,881 D
RSU Award (1) 08/09/2021 A 10,440 (7) (7) Common Stock 10,440 $0 10,440 D
Stock Option Grant $107.58 08/09/2021 A 24,376 (8) 08/09/2028 Common Stock 24,376 $0 24,376 D
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of AMD's common stock.
2. The RSUs vest 1/3 on each of August 9, 2019, 2020 and 2021.
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. 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, 2021 and ends on August 9, 2024, (b) the absolute return on AMD's stock price over the performance period, and (c) the percentage (if any) by which AMD's 2023 fiscal year non-GAAP earnings per share exceeds AMDs 2021 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, 2024 (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 Compensation and Leadership Resources Committee ("Compensation Committee") based on AMD's actual performance with respect to the performance vesting conditions described in footnote 5, above. Earned and vested PRSUs will generally be settled on the later of August 15, 2024 or the date following the Compensation Committee's determination of performance.
7. The RSUs vest 1/3 on each of August 9, 2022, 2023 and 2024.
8. The options vest 1/3 on each of August 9, 2022, 2023 and 2024.
Remarks:
/s/ Paul Darren Grasby 08/11/2021
** 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.