0000002488-22-000139.txt : 20220811 0000002488-22-000139.hdr.sgml : 20220811 20220811180651 ACCESSION NUMBER: 0000002488-22-000139 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220809 FILED AS OF DATE: 20220811 DATE AS OF CHANGE: 20220811 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: 221157246 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: 1231 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_166025558211211.xml FORM 4 X0306 4 2022-08-09 0 0000002488 ADVANCED MICRO DEVICES INC AMD 0001405109 Su Lisa T 2485 AUGUSTINE DRIVE SANTA CLARA CA 95054 1 1 0 0 Chairman, President & CEO Common Stock 2022-08-09 4 M 0 64346 0 A 2208267 D Common Stock 2022-08-09 4 M 0 775192 0 A 2983459 D Common Stock 2022-08-09 4 F 0 25322 95.54 D 2958137 D Common Stock 2022-08-09 4 F 0 305039 95.54 D 2653098 D Common Stock 200000 I By Grantor Retained Annuity Trust 2021A Common Stock 200000 I By Grantor Retained Annuity Trust 2021B Common Stock 200000 I By Grantor Retained Annuity Trust 2021C Restricted Stock Units 2022-08-09 4 M 0 30112 0 D Common Stock 30112.0 0 D Restricted Stock Units 2022-08-09 4 M 0 18241 0 D Common Stock 18241.0 18242 D Restricted Stock Units 2022-08-09 4 M 0 15993 0 D Common Stock 15993.0 31989 D Performance Stock Units 2022-08-09 4 M 0 387597 0 D Common Stock 775192.0 387597 D PRSU Award 2022-08-09 4 A 0 129764 0 A Common Stock 129764.0 129764 D RSU Award 2022-08-09 4 A 0 64882 0 A Common Stock 64882.0 64882 D Stock Option Grant 95.54 2022-08-09 4 A 0 139772 0 A 2029-08-09 Common Stock 139772.0 139772 D Includes the 63,004 shares that were distributed to the Reporting Person as the trustee and sole annuitant of the Reporting Person's May 18, 2020 Grantor Retained Annuity Trust which has been terminated. Reflects shares issued in settlement of performance stock units ("PRSUs") earned and vested under the Value Creation Award granted to the Reporting Person on August 9, 2019 (the "VCA"). On November 18, 2020, the Compensation and Leadership Resources Committee ("Compensation Committee") of the Board of Directors (the "Board") of AMD certified achievement of the VCA at 200% of target. As a result, each PRSU under the VCA represents the right to receive two shares of AMD's common stock. 50% of the PRSUs that were earned under the VCA became vested and settled on August 9, 2022. The remaining 50% of the PRSUs earned under the VCA will become vested on August 9, 2024, subject to the Reporting Person continuing as AMD's Chief Executive Officer or Executive Chair of the Board through such date; provided, however, that vesting will accelerate if the Reporting Person incurs a "covered termination" (as defined in the Reporting Person's employment agreement) on or after August 9, 2023. The shares are withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the release of restricted stock units ("RSU"). The shares are withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the release of PRSUs. 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, 2020, 2021 and 2022. The RSUs vest 1/3 on each of August 9, 2021, 2022 and 2023. The RSUs vest 1/3 on each of August 9, 2022, 2023 and 2024. Reflects number of PRSUs remaining outstanding under the VCA. On November 18, 2020, the Compensation Committee of the Board of AMD certified achievement of the VCA at 200% of target. As a result, each PRSU outstanding under the VCA represents a contingent right to receive two shares of AMD's common stock on August 9, 2024, subject to the Reporting Person continuing as AMD's Chief Executive Officer or Executive Chair of the Board through such date; provided, however, that vesting will accelerate if the Reporting Person incurs a "covered termination" (as defined in the Reporting Person's employment agreement) on or after August 9, 2023. 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, 2022 and ends on August 9, 2025, (b) the absolute return on AMD's stock price over the performance period, and (c) the percentage (if any) by which AMD's 2024 fiscal year non-GAAP earnings per share exceeds AMDs 2022 fiscal year target 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, 2025 (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 10, above. Earned and vested PRSUs will generally be settled on the later of August 15, 2025 or the date following the Compensation Committee's determination of performance. The RSUs vest 1/4 on each of August 9, 2023, 2024, 2025 and 2026. The options vest 1/4 on each of August 9, 2023, 2024, 2025 and 2026. /s/ Lisa T. Su. 2022-08-11