Ownership Submission
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 *
Chao David K
   2. Issuer Name and Ticker or Trading Symbol
Spansion Inc. [SPSN] 		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 DR., P.O. BOX 3453		 3. Date of Earliest Transaction (Month/Day/Year)
05/27/2008
(Street)

SUNNYVALE, CA 94088-3453		 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 05/29/2008   M   2,500 A $ 0 13,750 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
Restricted Stock Unit (1) 05/27/2008   A   10,000     (2)   (1) Class A Common Stock 10,000 $ 0 10,000 D  
Non-Qualified Stock Option (right to buy) (3) 05/27/2008   A   10,000     (4) 05/27/2015 Class A Common Stock 10,000 $ 0 10,000 D  
Restricted Stock Unit (1) 05/29/2008   M   2,500     (5)   (1) Class A Common Stock 2,500 $ 0 7,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Chao David K
915 DEGUIGNE DR.
P.O. BOX 3453
SUNNYVALE, CA 94088-3453		   X      

Signatures

 /s/ Dario Sacomani, Attorney-in-Fact   05/30/2008
**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) Each restricted stock unit represents a contingent right to receive one share of Spansion Inc. Class A Common Stock. There is no exercise price or expiration date.
(2) The restricted stock units were granted on May 27, 2008 and vest over a four-year period according to the following schedule: One-fourth of the shares shall vest on the one year anniversary of the grant date, and the remaining shares shall vest in equal installments quarterly over the next three years, until 100% vested on May 27, 2012. Vested shares will be delivered to the reporting person on each vesting date.
(3) The exercise price for the Non-Qualified Stock Option is $2.78 per share.
(4) Options were granted on May 27, 2008 and vest over a four-year period according to the following schedule: One-fourth of the shares subject to the option shall vest on on the one year anniversary of the grant date, and the remaining shares subject to the option shall vest in equal installments quarterly over the next three years, until 100% vested on May 27, 2012.
(5) The restricted stock units were granted on May 29, 2007 and vest over a four-year period according to the following schedule: One-fourth of the shares vested on May 29, 2008, and the remaining shares shall vest in equal installments quarterly over the next three years, until 100% vested on May 29, 2011. Vested shares will be delivered to the reporting person on each vesting date.

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