Lisa T. Su - Aug 9, 2022 Form 4 Insider Report for ADVANCED MICRO DEVICES INC (AMD)

Signature
/s/ Lisa T. Su.
Stock symbol
AMD
Transactions as of
Aug 9, 2022
Transactions value $
-$31,562,690
Form type
4
Date filed
8/11/2022, 06:06 PM
Previous filing
Jun 17, 2022
Next filing
Aug 18, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AMD Common Stock Options Exercise $0 +64.3K +3% $0.00 2.21M Aug 9, 2022 Direct F1
transaction AMD Common Stock Options Exercise $0 +775K +35.1% $0.00 2.98M Aug 9, 2022 Direct F2
transaction AMD Common Stock Tax liability -$2.42M -25.3K -0.85% $95.54 2.96M Aug 9, 2022 Direct F3
transaction AMD Common Stock Tax liability -$29.1M -305K -10.31% $95.54 2.65M Aug 9, 2022 Direct F4
holding AMD Common Stock 200K Aug 9, 2022 By Grantor Retained Annuity Trust 2021A
holding AMD Common Stock 200K Aug 9, 2022 By Grantor Retained Annuity Trust 2021B
holding AMD Common Stock 200K Aug 9, 2022 By Grantor Retained Annuity Trust 2021C

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AMD Restricted Stock Units Options Exercise $0 -30.1K -100% $0.00* 0 Aug 9, 2022 Common Stock 30.1K Direct F5, F6
transaction AMD Restricted Stock Units Options Exercise $0 -18.2K -50% $0.00 18.2K Aug 9, 2022 Common Stock 18.2K Direct F5, F7
transaction AMD Restricted Stock Units Options Exercise $0 -16K -33.33% $0.00 32K Aug 9, 2022 Common Stock 16K Direct F5, F8
transaction AMD Performance Stock Units Options Exercise $0 -388K -50% $0.00 388K Aug 9, 2022 Common Stock 775K Direct F9
transaction AMD PRSU Award Award $0 +130K $0.00 130K Aug 9, 2022 Common Stock 130K Direct F10, F11
transaction AMD RSU Award Award $0 +64.9K $0.00 64.9K Aug 9, 2022 Common Stock 64.9K Direct F5, F12
transaction AMD Stock Option Grant Award $0 +140K $0.00 140K Aug 9, 2022 Common Stock 140K $95.54 Direct F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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").
F4 The shares are withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the release of PRSUs.
F5 Each RSU represents a contingent right to receive one share of AMD's common stock.
F6 The RSUs vest 1/3 on each of August 9, 2020, 2021 and 2022.
F7 The RSUs vest 1/3 on each of August 9, 2021, 2022 and 2023.
F8 The RSUs vest 1/3 on each of August 9, 2022, 2023 and 2024.
F9 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.
F10 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).
F11 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.
F12 The RSUs vest 1/4 on each of August 9, 2023, 2024, 2025 and 2026.
F13 The options vest 1/4 on each of August 9, 2023, 2024, 2025 and 2026.