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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * FURR RANDY W   2. Issuer Name and Ticker or Trading Symbol Spansion Inc. [CODE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Corporate EVP and CFO (Last) (First) (Middle) 915 DEGUIGNE DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 01/30/2014 (Street) SUNNYVALE, CA 94085-3836 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 01/30/2015   A   10,560 (2) A $ 0 52,853 D   Class A Common Stock 01/31/2015   A   19,085 (2) A $ 0 71,938 D   Class A Common Stock 01/31/2015   A   52,002 (2) A $ 0 123,940 D   Class A Common Stock 01/31/2015   A   14,667 (1) A $ 0 138,607 D   Class A Common Stock 01/31/2015   A   8,667 (1) A $ 0 147,274 D   Class A Common Stock 02/03/2015   F   53,000 (4) D $ 34.2 (6) 94,274 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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
Performance Stock Units	(2)	01/30/2015		M			10,560	(2)	(2)	Class A Common Stock	10,560	$ 0 (2)	15,840	D
Performance Stock Units	(2)	01/31/2015		M			19,085	(2)	(2)	Class A Common Stock	19,085	$ 0 (2)	0	D
Performance Stock Units	(2)	01/31/2015		M			52,002	(2)	(2)	Class A Common Stock	52,002	$ 0 (2)	0	D
Restricted Stock Units	(1)	01/31/2014		M			14,667	(1)(5)	(1)(5)	Class A Common Stock	14,667	$ 0 (1)	29,333	D
Restricted Stock Units	(1)	01/31/2014		M			8,667	(1)(3)	(1)(3)	Class A Common Stock	8,667	$ 0 (1)	8,667	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FURR RANDY W 915 DEGUIGNE DRIVE SUNNYVALE, CA 94085-3836			Corporate EVP and CFO

Signatures

/s/ Katy Motiey, attorney-in-fact for: Randy W. Furr		02/03/2015
**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)	Upon vesting of the restricted stock units ("RSUs"), the Reporting Person is entitled to receive one (1) share of Class A Common Stock for each one (1) RSU.
(2)	Subject to the achievement of certain performance objectives, upon vesting of the performance based restricted stock units ("PSUs"), the Reporting Person is entitled to receive one (1) share of Class A Common Stock for each one (1) PSU.
(3)	Vests one-third annually on the anniversary of the date of grant.
(4)	The sales reported in this Form 4 were for payment of the tax liability incident to the vesting of a security issued in accordance with Rule 16b-3.
(5)	Vests one-third annually on the anniversary of the date of grant and quarterly thereafter.
(6)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $33.65 to $35.44 per share, inclusive. The Reporting Person undertakes to provide the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each respective price within the range set forth in footnote 6 to this Form 4.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.