Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K9CjoDZ4Fhs8YH7/pkhCiRhVV8kPoE3DSLcOIG5BAdJIDbryr+APr6xZBZDOBK5P N58LT7tSQvUdEAaY/v+BbA== 0001193125-07-154688.txt : 20070713 0001193125-07-154688.hdr.sgml : 20070713 20070713125152 ACCESSION NUMBER: 0001193125-07-154688 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070713 DATE AS OF CHANGE: 20070713 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSMETA CORP CENTRAL INDEX KEY: 0001001193 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770402448 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-60817 FILM NUMBER: 07978106 BUSINESS ADDRESS: STREET 1: 3990 FREEDOM CIRCLE STREET 2: 415-413-1880 CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4089193000 MAIL ADDRESS: STREET 1: 3990 FREEDOM CIRCLE CITY: SANTA CLARA STATE: CA ZIP: 95054 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED MICRO DEVICES INC CENTRAL INDEX KEY: 0000002488 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 941692300 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE AMD PL STREET 2: MS 68 CITY: SUNNYVALE STATE: CA ZIP: 94088-3453 BUSINESS PHONE: 4087322400 MAIL ADDRESS: STREET 1: ONE AMD PLACE STREET 2: MS 68 CITY: SUNNYVALE STATE: CA ZIP: 94088-3450 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO 13d-2(b)

(Amendment No. )¹

Transmeta Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

89376R109

(CUSIP Number)

July 3, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 89376R109				Page 2 of 5 Pages


1.		Name of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)

		Advanced Micro Devices, Inc.
2.		Check the Appropriate Box if a Member of a Group
		(a) ¨
		(b) ¨
3.		SEC Use Only

4.		Citizenship or Place of Organization

		Delaware


Number of Shares Beneficially Owned By Each Reporting Person With		5. Sole Voting Power

		14,269,400
		6. Shared Voting Power

		-0-
		7. Sole Dispositive Power

		14,269,400
		8. Shared Dispositive Power

		-0-


9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	14,269,400
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨

11.	Percent of Class Represented by Amount in Row (9)

	6.7%
12.	Type of Reporting Person

	CO

Page 2 of 5 pages

Item 1.

(a)

Name of Issuer:

Transmeta Corporation

(b)

Address of Issuer’s Principal Executive Offices:

3990 Freedom Circle

Santa Clara, California 95054

Item 2.

(a)

Name of Person Filing:

Advanced Micro Devices, Inc.

(b)

Address of Principal Business Office:

One AMD Place

P.O. Box 3453

Sunnyvale, California 94088-3453

(c)

Citizenship:

Advanced Micro Devices, Inc. is a Delaware corporation

(d)

Title of Class of Securities:

Common Stock

(e)

CUSIP Number:

89376R109

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable

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Item 4.	Ownership.

	(a)	Amount Beneficially Owned:

		AMD owns 1,000,000 shares of Series B Preferred Stock of Transmeta Corporation, which is convertible into 14,269,400 shares of Common Stock of Transmeta Corporation.

	(b)	Percent of Class:

		Advanced Micro Devices, Inc. may be deemed to be the beneficial owner of approximately 6.7% of the outstanding shares of the Common Stock of Transmeta Corporation. The calculation of the percentage is based on the number of shares of the Common Stock shown as being outstanding as of May 9, 2007 on the Form 10-Q filed by Transmeta Corporation on May 15, 2007.

	(c)	Number of Shares as to which such person has:

		(i)	Sole power to vote or to direct the vote:

			14,269,400

		(ii)	Shared power to vote or to direct the vote:

			-0-

		(iii)	Sole power to dispose or to direct the disposition of:

			14,269,400

		(iv)	Shared power to dispose or to direct the disposition of:

			-0-

Item 5.	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

	Not applicable.

Item 8.	Identification and Classification of Members of the Group.

	Not applicable.

Item 9.	Notice of Dissolution of Group.

	Not applicable.

Item 10.	Certifications.

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: July 13, 2007
				ADVANCED MICRO DEVICES, INC.,
				A Delaware corporation

				/s/ Faina Medzonsky Name: Faina Medzonsky
				Title: Assistant Secretary

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