EVP & CSO Grasby Paul Darren converted options into 33,659 shares and covered exercise/tax liability with 15,820 shares, increasing direct ownership by 14% to 143,344 units (SEC Form 4)
$AMD
Semiconductors
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ADVANCED MICRO DEVICES INC [ AMD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/15/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/15/2025 | M | 33,659 | A | $0 | 159,164 | D | |||
| Common Stock | 08/15/2025 | F | 15,820 | D | $177.51 | 143,344 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units | (1) | 08/15/2025 | M | 33,659 | (2) | (2) | Common Stock | 33,659 | $0 | 0 | D | ||||
| Stock Option Grant | $177.51 | 08/15/2025 | A | 17,396 | (3) | 08/15/2032 | Common Stock | 17,396 | $0 | 17,396 | D | ||||
| PRSU Award | (4) | 08/15/2025 | A | 25,672 | (5) | (5) | Common Stock | 25,672 | $0 | 25,672 | D | ||||
| RSU Award | (6) | 08/15/2025 | A | 8,557 | (7) | (7) | Common Stock | 8,557 | $0 | 8,557 | D | ||||
| Explanation of Responses: |
| 1. Each performance-based restricted stock unit ("PRSU") represents a contingent right to receive one share of AMD's common stock. |
| 2. Reflects shares issued in settlement of PRSUs earned and vested under PRSU award granted on August 9, 2022. |
| 3. The options vest 1/4 on August 15, 2026 and then quarterly thereafter until August 15, 2029. |
| 4. 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 of each of the component companies comprising the S&P 500 Index, subject to adjustments, over the performance period that begins August 15, 2025 and ends on August 15, 2028, (b) the absolute return on AMD's stock price over the performance period, and (c) the percentage (if any) by which AMD's 2027 fiscal year non-GAAP earnings per share exceeds AMDs 2025 fiscal year 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 15, 2028 (or the one-year anniversary of a change in control, if earlier). |
| 5. The actual number of PRSUs that may be earned, if at all, will be determined by the Compensation and Leadership Resources Committee (the "Committee") based on AMD's actual performance with respect to the performance vesting conditions described in footnote 4, above. Earned and vested PRSUs will generally be settled on the later of August 15, 2028, or the date following the Committee's determination of performance. |
| 6. Each restricted stock unit ("RSU") represents a contingent right to receive one share of AMD's common stock. |
| 7. The RSUs vest 1/4 on August 15, 2026, and then quarterly thereafter until August 15, 2029. |
| Remarks: |
| /s/ Paul Darren Grasby | 08/19/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||