SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

WISHART MICHAEL S

(Last)

(First)

(Middle)

915 DEGUIGNE DRIVE

(Street)

SUNNYVALE

94085

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/02/2013

3. Issuer Name and Ticker or Trading Symbol
Spansion Inc. [ CODE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock⁽¹⁾	20,000⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽²⁾	12/02/2020	Stock Option	14,000	$12.23	D

Explanation of Responses:

1. Restricted stock units ("RSUs"). On December 2, 2013, the Reporting Person was appointed to the Issuer's Board of Directors. When a new independent director is appointed to our Board , the director will receive an initial RSU award of 20,000 RSUs that convert upon vesting into 20,000 shares of the Issuer's Class A Common Stock. Upon vesting of the RSUs, the Reporting Person is entitled to receive one (1) share of Class A Common Stock for each one (1) RSU. The RSU award vests quarterly over three years from the date of grant.

2. Stock option (right to buy). On December 2, 2013, the Reporting Person was appointed to the Issuer's Board of Directors. When a new independent director is appointed to our Board, the director will receive an initial stock option award exercisable for 14,000 shares of the Issuer's Class A Common Stock. The stock option award vests quarterly over three years from the date of grant.

	/s/ Scot A. Griffin, attorney-in-fact for: WISHART MICHAEL S	12/04/2013
	** 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 5 (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.