SEC Form 4 · accession 0000002488-18-000136
ADVANCED MICRO DEVICES INC · AMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Forrest Eugene Norrod
Officer — SVP & GM DESG
Period of report
Aug 9, 2018
Accepted (ET)
Aug 13, 2018 · 4:10 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, 2018 | M | 45,181 | $0.00 | A | 626,453 | D | |
| Common StockF1 | Aug 10, 2018 | S | 18,006 | $19.14 | D | 608,447 | 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 UnitsF2,F3 | — | Aug 9, 2018 | M | 32,854 | D | — | — | Common Stock | 32,854 | 32,864 | D |
| Restricted Stock UnitsF2,F4 | — | Aug 9, 2018 | M | 12,327 | D | — | — | Common Stock | 12,327 | 24,655 | D |
| Stock Option GrantF5 | $19.10 | Aug 9, 2018 | A | 70,332 | A | — | Aug 9, 2025 | Common Stock | 70,332 | 70,332 | D |
| RSU AwardF2,F6 | — | Aug 9, 2018 | A | 29,103 | A | — | — | Common Stock | 29,103 | 29,103 | D |
| PRSU AwardF7,F8 | — | Aug 9, 2018 | A | 58,207 | A | — | — | Common Stock | 58,207 | 58,207 | 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.
- F2Each RSU represents a contingent right to receive one share of AMD's common stock.
- F3The RSUs vest 1/3 on each of August 9, 2017, 2018 and 2019.
- F4The RSUs vest 1/3 each on August 9, 2018, 2019 and 2020.
- F5The options vest 1/3 on each of August 9, 2019, 2020 and 2021.
- F6The RSUs vest 1/3 on each of August 9, 2019, 2020 and 2021.
- F7Each performance based restricted stock unit ("PRSU") represents a contingent right to receive one share of AMD's common stock. 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 (Performance Period) that begins August 9, 2018 and ends on August 9, 2021, (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 2018 to 2020 fiscal years. Notwithstanding, the maximum number of PRSUs that may be earned is limited to (x) eight 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, 2021.
- F8The actual number of PRSUs that may be earned, if at all, will be determined by the Compensation and Leadership Resources Committee ("CLRC") based on AMD's actual performance with respect to the performance vesting conditions described in footnote 7, above. Earned and vested PRSUs will generally be settled on the later of August 16, 2021 or the date following the CLRC's determination of performance.