SEC Form 4 · accession 0000002488-17-000168
ADVANCED MICRO DEVICES INC · AMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Forrest Eugene Norrod
Officer — SVP & GM EESC
Period of report
Aug 3, 2017
Accepted (ET)
Aug 7, 2017 · 6:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000002488
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Aug 3, 2017 | M | 246,430 | $0.00 | A | 792,491 | D | |
| Common StockF1,F2 | Aug 3, 2017 | S | 104,688 | $13.18 | D | 687,803 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF4,F6,F3,F5 | $0.00 | Aug 3, 2017 | M | 246,430 | D | — | — | Common Stock | 246,430 | 246,432 | D |
Explanation of responses
- F1Represents shares automatically sold pursuant to an irrevocable sell to cover election to satisfy tax withholding obligations in connection with the Reporting Person's Performance-based Restricted Stock Unit ("PRSU") vesting.
- F2Transaction executed in multiple trades at prices ranging from $13.03 to $13.35 per share, inclusive. The price reported in column 4 above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
- F3Each PRSU represents a contingent right to receive between 0% and 250% of one share of AMD's common stock. The resulting number of shares acquired upon vesting of the PRSU is contingent upon three-year compound annual growth rate milestones related to AMD's closing stock price that may be attained with the three-year performance period commencing on July 15, 2016 and ending on August 9, 2019 (the "Performance Period").
- F4The reported number of securities represents 50% of the earned number of shares subject to the 2016 PRSUs, that were issuable on the date the Compensation and Leadership Resources Committee (the "Compensation Committee") certified performance.
- F5The number of PRSUs that may be earned, if at all, is based on three-year compound annual growth rate milestones related to AMD's closing stock price that may be attained within the Performance Period, with the potential payout levels of PRSUs at 50%, 100%, 150%, 200% and 250% of the target number of PRSUs granted. Any PRSU earned pursuant to the attainment of a performance level will vest and be paid out 50% upon the Compensation Committee's 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 through each such vesting date.
- F6The reported number of securities represents the remaining 50% of the number of shares that will vest at the end of the Performance Period subject to the Reporting Person's continued employment.