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^*

Imaoka Kazunori

(Last)

(First)

(Middle)

SPANSION JAPAN, 1-14 NISSHIN-CHO

KAWASAKI-KU, KAWASAKI-SHI

(Street)

KANAGAWA

210-0024

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2006

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Pres. Spansion Japan Ltd.

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	8,001	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)
Restricted Stock Unit Award⁽¹⁾	01/28/2007	⁽³⁾	Class A Common Stock	20,000	⁽³⁾	D
Restricted Stock Unit Award⁽²⁾	07/28/2006	⁽³⁾	Class A Common Stock	24,003	⁽³⁾	D
Employee Stock Option (right to buy)	⁽⁴⁾	12/15/2012	Class A Common Stock	50,000	$12	D

Explanation of Responses:

1. The shares subject to the RSU are issued and released as they vest at a rate of 25% on January 28, 2007, and then in equal quarterly segments over the next three years.

2. The shares subject to the RSU are issued and released as they vest. 2,000 shares will vest on July 28, 2006, and then in equal quarterly segments through April 28, 2009.

3. Each restricted stock unit represents a contingent right to receive one share of Spansion Inc., Class A Common Stock. There is no exercise price or expiration date.

4. The options were granted on December 15, 2005 and vest over a four-year period according to the following schedule: One-fourth of the shares subject to the option shall vest on January 28, 2007, and the remaining shares subject to the option shall vest in equal installments quarterly over the remaining 36 months, beginning April 28, 2007.

	/s/ Kazunori Imaoka	07/14/2006
	** 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.
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