0000002488-19-000128.txt : 20190813 0000002488-19-000128.hdr.sgml : 20190813 20190813164159 ACCESSION NUMBER: 0000002488-19-000128 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190809 FILED AS OF DATE: 20190813 DATE AS OF CHANGE: 20190813 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Su Lisa T CENTRAL INDEX KEY: 0001405109 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07882 FILM NUMBER: 191021253 MAIL ADDRESS: STREET 1: C/O ADVANCED MICRO DEVICES, INC. STREET 2: 2485 AUGUSTINE DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054 ISSUER: 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: 1228 BUSINESS ADDRESS: STREET 1: 2485 AUGUSTINE DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: (408) 749-4000 MAIL ADDRESS: STREET 1: 2485 AUGUSTINE DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054 4 1 wf-form4_156572890341539.xml FORM 4 X0306 4 2019-08-09 0 0000002488 ADVANCED MICRO DEVICES INC AMD 0001405109 Su Lisa T 2485 AUGUSTINE DRIVE SANTA CLARA CA 95054 1 1 0 0 President & CEO Common Stock 2019-08-09 4 M 0 1070500 0 A 3231764 D Common Stock 2019-08-12 4 S 0 429497 33.53 D 2802267 D Performance Stock Units 0.0 2019-08-09 4 M 0 862510 0 D Common Stock 862510.0 0 D Restricted Stock Units 2019-08-09 4 M 0 115026 0 D Common Stock 115026.0 0 D Restricted Stock Units 2019-08-09 4 M 0 49309 0 D Common Stock 49309.0 49310 D Restricted Stock Units 2019-08-09 4 M 0 43655 0 D Common Stock 43655.0 87311 D PRSU Award 2019-08-09 4 A 0 180635 0 A Common Stock 180635.0 180635 D PRSU Award 2019-08-09 4 A 0 775193 0 A Common Stock 775193.0 775193 D RSU Award 2019-08-09 4 A 0 90317 0 A Common Stock 90317.0 90317 D Stock Option Grant 34.19 2019-08-09 4 A 0 224727 0 A 2026-08-09 Common Stock 224727.0 224727 D Represents shares automatically sold pursuant to an irrevocable sell to cover election to satisfy tax withholding obligations in connection with the vesting and settlement of the Reporting Person's Performance-based Restricted Stock Units ("PRSUs") and Restricted Stock Units ("RSUs"). The reported price in Column 4 is the price applied to the Reporting Person's account by the broker and represents a weighted average sale price for a block sale. The number of PRSUs that may be earned is based on three-year compound annual growth rate milestones related to AMD's closing stock price that may be attained within the three-year performance period that began July 15, 2016 and ended August 9, 2019, with the potential payouts at 50%, 100%, 150%, 200% and 250% of the target number of PRSUs. Any PRSUs earned pursuant to the attainment of a performance level will vest and be paid out 50% upon the Compensation and Leadership Resources Committee's (the "Compensation Committee") certification of the attainment of the performance level (provided, that no PRSU will vest before the first anniversary of the grant date) and the remaining 50% will vest and be paid out at the end of the performance period, subject to the recipient's continuous employment or service. Each PRSU represents a contingent right to receive one share of AMD's common stock. Each RSU represents a contingent right to receive one share of AMD's common stock. The RSUs vest 1/3 on each of August 9, 2017, 2018 and 2019. The RSUs vest 1/3 on each of August 9, 2018, 2019 and 2020. The RSUs vest 1/3 on each of August 9, 2019, 2020 and 2021. 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, 2019 and ends on August 9, 2022, (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 2019 to 2021 fiscal years. Notwithstanding, the maximum number of PRSUs that may be earned is limited to (x) twelve times the target value of the PRSU award, divided by (y) the closing price of AMD's stock on the last day of the performance period. Vesting of any earned PRSUs is generally subject to the Reporting Person's continued employment and/or service with AMD through August 9, 2022 (or the one-year anniversary of a change in control, if earlier). The actual number of PRSUs that may be earned, if at all, will be determined by the Compensation Committee based on AMD's actual performance with respect to the performance vesting conditions described in footnote 9, above. Earned and vested PRSUs will generally be settled on the later of August 16, 2022 or the date following the Compensation Committee's determination of performance. The number of PRSUs that may be earned is based on five-year compound annual growth rate milestones related to AMD's closing stock price that may be attained within the performance period that begins on August 9, 2019 and ends on August 9, 2024, with potential payouts at 0%, 75%, 87.5%, 100%, 150% and 200% of the target number of PRSUs. PRSUs that become earned on or before the 3rd anniversary of the grant date will vest 50% on the 3rd anniversary of the grant date and 50% on the 5th anniversary of the grant date, in each case generally subject to continued employment or service as AMD's Chief Executive Officer and/or as Executive Chair of AMD's Board of Directors. The actual number of PRSUs that may be earned, if at all, will be based on actual performance with respect to the performance vesting conditions described in footnote 11, above. Earned and vested PRSUs will generally be settled following the vesting date(s) described in footnote 11. The RSUs vest 1/3 on each of August 9, 2020, 2021 and 2022. The options vest 1/3 on each of August 9, 2020, 2021 and 2022. /s/ Lisa T. Su. 2019-08-13