SEC Form 4 · accession 0000002488-17-000174
ADVANCED MICRO DEVICES INC · AMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Robert Anderson
Officer — SVP & GM, CG
Period of report
Aug 9, 2017
Accepted (ET)
Aug 11, 2017 · 4:39 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 9, 2017 | M | 32,854 | $0.00 | A | 571,430 | D | |
| Common StockF1,F2 | Aug 10, 2017 | S | 17,657 | $12.46 | D | 553,773 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | $0.00 | Aug 9, 2017 | M | 32,854 | D | — | — | Common Stock | 0 | 65,718 | D |
| Stock Option GrantF5 | $12.83 | Aug 9, 2017 | A | 86,894 | A | — | Aug 9, 2024 | Common Stock | 86,894 | 86,894 | D |
| RSU AwardF3,F6 | — | Aug 9, 2017 | A | 36,982 | A | — | — | Common Stock | 36,982 | 36,982 | D |
| PRSU AwardF7,F8 | — | Aug 9, 2017 | A | 73,964 | A | — | — | Common Stock | 73,964 | 73,964 | 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 Restricted Stock Unit ("RSU") vesting.
- F2Transaction executed in multiple trades at prices ranging from $12.17 to $12.92 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 RSU represents a contingent right to receive one share of AMD's common stock.
- F4The RSUs vest 1/3 on each of August 9, 2017, 2018 and 2019.
- F5The options vest 1/3 on each of August 9, 2018, 2019 and 2020.
- F6The RSUs vest 1/3 on each of August 9, 2018, 2019 and 2020.
- F7Each performance based restricted stock unit ("PRSU") represents a contingent right to receive one share of AMD's common stock. The number of PRSUs that may be earned is between 0% and 250% of the target number of PRSUs; provided that, the maximum number of PRSUs that may be earned is capped at the number equal to (i) eight times the target value of the PRSU award, divided by (ii) the closing price of the Company's stock on the last day of a three-year performance period ending on August 9, 2020 (the "Performance Period").
- F8The actual number of PRSUs that may be earned, if at all, is contingent upon the achievement of pre-established performance metrics over the Performance Period. Earned and vested PRSUs will generally be settled on the later of August 15, 2020, or the date following the Compensation Committee's certification of performance.