SEC Form 4 · accession 0000002488-18-000158
ADVANCED MICRO DEVICES INC · AMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark D Papermaster
Officer — Chief Technology Officer & SVP
Period of report
Aug 15, 2018
Accepted (ET)
Aug 17, 2018 · 4:37 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 15, 2018 | M | 515,103 | $0.00 | A | 1,599,708 | D | |
| Common StockF1 | Aug 15, 2018 | M | 74,452 | $5.87 | A | 1,674,160 | D | |
| Common StockF2,F3 | Aug 15, 2018 | S | 74,452 | $19.86 | D | 1,599,708 | D | |
| Common StockF4,F5 | Aug 16, 2018 | S | 237,510 | $19.51 | D | 1,362,198 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option GrantF6 | $5.87 | Aug 15, 2018 | M | 74,452 | D | — | Jun 15, 2019 | Common Stock | 74,452 | 0 | D |
| Performance Stock UnitsF7,F8 | $0.00 | Aug 15, 2018 | M | 515,103 | D | — | — | Common Stock | 515,103 | 0 | D |
Explanation of responses
- F1The stock option exercise reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 9, 2017.
- F2The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 9, 2017.
- F3Transaction executed in multiple trades at prices ranging from $19.64 to $20.08 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.
- F4Represents 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.
- F5The reported price in Column 4 is a weighted average sale price applied to the transaction by the broker. These shares were sold as part of a block trade in multiple transactions at prices ranging from $19.25 to $19.84 per share, inclusive. The Reporting Person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F6These options vested 33 1/3% on June 15, 2013 and then 8 1/3% per quarter over the next eight following quarters.
- F7The number of PRSUs that may be earned is based on a three-year compound annual growth rate milestone related to AMD's closing stock price that may be attained within the three-year performance period that began on August 15, 2015 and ends on August 15, 2018 (the "Performance Period"), with the potential payout levels of PRSUs at 50%, 100%, 200% and 250% of the target number of PRSUs granted, provided however, no more than 50% of the PRSU Award shall vest on the first anniversary of the grant date and 50% shall vest at the end of the Performance Period, to the extent earned.
- F8The reported number of securities represents the remaining 50% of the earned number of shares that vested at the end of the Performance Period.