Sec Form 3 Filing - GRASBY PAUL DARREN @ ADVANCED MICRO DEVICES INC - 2025-02-19

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
GRASBY PAUL DARREN
2. Issuer Name and Ticker or Trading Symbol
ADVANCED MICRO DEVICES INC [ AMD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & CSO
(Last) (First) (Middle)
2485 AUGUSTINE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/19/2025
(Street)
SANTA CLARA, CA95054
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 123,180 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Option $ 107.58 ( 1 ) 08/09/2028 Common Stock 24,376 D
Stock Option $ 95.54 ( 2 ) 08/09/2029 Common Stock 37,439 D
Stock Option $ 134.27 ( 3 ) 08/09/2031 Common Stock 10,172 D
Performance Stock Units ( 5 ) ( 4 ) ( 4 ) Common Stock 34,758 D
Performance Stock Units ( 7 ) ( 6 ) ( 6 ) Common Stock 17,618 D
Performance Stock Units ( 9 ) ( 8 ) ( 8 ) Common Stock 15,543 D
Performance Stock Units ( 10 ) ( 10 ) ( 10 ) Common Stock 21,253 D
Restricted Stock Units ( 12 ) ( 11 ) ( 11 ) Common Stock 8,690 D
Restricted Stock Units ( 12 ) ( 13 ) ( 13 ) Common Stock 17,618 D
Restricted Stock Units ( 12 ) ( 14 ) ( 14 ) Common Stock 5,181 D
Restricted Stock Units ( 12 ) ( 15 ) ( 15 ) Common Stock 21,253 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GRASBY PAUL DARREN
2485 AUGUSTINE DRIVE
SANTA CLARA, CA95054
EVP & CSO
Signatures
/s/Linda Lam by Power of Attorney for Paul Darren Grasby 03/03/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The options vest 1/3 on each of August 9, 2022, 2023 and 2024.
( 2 )The options vest 1/4 on each of August 9, 2023, 2024, 2025 and 2026.
( 3 )The options vest 1/4 on each of August 9, 2025, 2026, 2027 and 2028.
( 4 )The actual number of performance stock units ("PRSU") that may be earned, if at all, will be determined by the Compensation and Leadership Resources Committee ("Compensation Committee") based on AMD's actual performance with respect to the performance vesting condition s described in footnote 5, below. 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.
( 5 )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).
( 6 )The actual number of PRSUs that may be earned, if at all, will be determined by the Committee based on AMD's actual performance with respect to the performance vesting conditions described in footnote 7, below. Earned and vested PRSUs will generally be settled on the later of August 15, 2026 or the date following the Committee's determination of performance.
( 7 )Between 0% and 200% 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, 2023 and ends on August 9, 2026, (b) the absolute return on AMD's stock price over the performance period, and (c) the percentage (if any) by which AMD's 2025 fiscal year non-GAAP earnings per share exceeds AMDs 2023 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 9, 2026 (or the one-year anniversary of a change in control, if earlier).
( 8 )The actual number of PRSUs that may be earned, if at all, will be determined by the Committee based on AMD's actual performance with respect to the performance vesting conditions described in footnote 9, below. Earned and vested PRSUs will generally be settled on the later of August 15, 2027, or the date following the Committee's determination of performance.
( 9 )Between 0% and 200% 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, 2024 and ends on August 9, 2027, (b) the absolute return on AMD's stock price over the performance period, and (c) the percentage (if any) by which AMD's 2025 fiscal year non-GAAP earnings per share exceeds AMDs 2024 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 9, 2027 (or the one-year anniversary of a change in control, if earlier).
( 10 )Between 0% and 200% of the target number of PRSUs may be earned depending on AMD's achievement of pre-established stock price milestones over performance period that begins February 8, 2025, and ends on February 8, 2028. Vesting of any earned PRSUs is generally subject to the Reporting Person's continued employment and/or service with AMD through February 15, 2028 (or a change in control, if earlier).
( 11 )The restricted stock units ("RSU") vest 1/4 on each of August 9, 2023, 2024, 2025 and 2026.
( 12 )Each RSU represents a contingent right to receive one share of AMD's common stock.
( 13 )The RSUs vest 1/2 on each of August 9, 2024 and 2025.
( 14 )The RSUs vest 1/4 on each of August 9, 2025, 2026, 2027 and 2028.
( 15 )The RSUs vest 1/3 on each of February 15, 2026, 2027 and 2028.

Remarks:
EXHIBIT LIST: EX-24 POA Paul Darren Grasby 2025

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