Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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. Date of Event Requiring Statement (Month/Day/Year)
12/02/2013		 3. Issuer Name and Ticker or Trading Symbol
Spansion Inc. [CODE]
(Last)
(First)
(Middle)
915 DEGUIGNE DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SUNNYVALE, CA 94085		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock (1) 20,000 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (2) 12/02/2020 Stock Option 14,000 $ 12.23 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 5(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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