FORM 4 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 OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * WISHART MICHAEL S   2. Issuer Name and Ticker or Trading Symbol Spansion Inc. [CODE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 915 DEGUIGNE DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 12/02/2013 (Street) SUNNYVALE, CA 94085 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (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 Class A Common Stock (1) 12/02/2013   A   20,000 A $ 0 (1) 20,000 (1) D

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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 (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 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 (right to buy)

$ 12.23

12/02/2013

A

14,000

(2)

12/02/2020

Class A Common Stock

14,000

$ 0

14,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WISHART MICHAEL S 915 DEGUIGNE DRIVE SUNNYVALE, CA 94085	X

Signatures

/s/ Scot A. Griffin, attorney-in-fact for: WISHART MICHAEL S		12/04/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Restricted stock units ("RSUs"). On December 2, 2013, the Reporting Person was appointed to the Issuer's Board of Directors. When a new independent director is appointed to our Board , the director will receive an initial RSU award of 20,000 RSUs that convert upon vesting into 20,000 shares of the Issuer's Class A Common Stock. Upon vesting of the RSUs, the Reporting Person is entitled to receive one (1) share of Class A Common Stock for each one (1) RSU. The RSU award vests quarterly over three years from the date of grant.
(2)	Stock option (right to buy). On December 2, 2013, the Reporting Person was appointed to the Issuer's Board of Directors. When a new independent director is appointed to our Board, the director will receive an initial stock option award exercisable for 14,000 shares of the Issuer's Class A Common Stock. The stock option award vests quarterly over three years from the date of grant.

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