SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Amendment 2
Under the Securities and Exchange Act of 1934
Spansion Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
84649R101
(CUSIP Number)
January 31, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
This Schedule is filed pursuant to Rule 13d-1(b)
The information required in the remainder of this cover page (except any
items to which the form provides a cross-reference) shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act.
CUSIP NO. 871607107
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1) Name of Reporting Person S.S. or I.R.S. Identification
No. of Above Person
Ameriprise Financial, Inc. IRS No. 13-3180631
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2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [X]*
* This filing describes the reporting person's relationship with other
persons, but the reporting person does not affirm the existence of a group.
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3) SEC Use Only
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4) Citizenship or Place of Organization
Delaware
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5) Sole Voting Power
-0-
-----------------------------------------------------------------
NUMBER OF 6) Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY -----------------------------------------------------------------
EACH 7) Sole Dispositive Power
REPORTING
PERSON WITH -0-
-----------------------------------------------------------------
8) Shared Dispositive Power
7,248,314
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9) Aggregate Amount Beneficially Owned by Each Reporting Person
7,248,314
--------------------------------------------------------------------------------
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
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11) Percent of Class Represented by Amount In Row (9)
4.50%**
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12) Type of Reporting Person
CO
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** Data is as of January 31, 2009. As of December 31, 2008, 9,778,207 shares
were deemed beneficially owned by the reporting person (representing 6.07%
of the class), all of which were held with shared dispositive power and no
voting power.
CUSIP NO. 871607107
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1) Name of Reporting Person S.S. or I.R.S. Identification
No. of Above Person
RiverSource Investments, LLC IRS No. 13-3180631
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [X]*
* This filing describes the reporting person's relationship with other
persons, but the reporting person does not affirm the existence of a group.
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Citizenship or Place of Organization
Minnesota
--------------------------------------------------------------------------------
5) Sole Voting Power
-0-
-----------------------------------------------------------------
NUMBER OF 6) Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY -----------------------------------------------------------------
EACH 7) Sole Dispositive Power
REPORTING
PERSON WITH -0-
-----------------------------------------------------------------
8) Shared Dispositive Power
7,248,314
--------------------------------------------------------------------------------
9) Aggregate Amount Beneficially Owned by Each Reporting Person
7,248,314
--------------------------------------------------------------------------------
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
--------------------------------------------------------------------------------
11) Percent of Class Represented by Amount In Row (9)
4.50%**
--------------------------------------------------------------------------------
12) Type of Reporting Person
IA
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** Data is as of January 31, 2009. As of December 31, 2008, 9,778,207 shares
were deemed beneficially owned by the reporting person (representing 6.07%
of the class), all of which were held with shared dispositive power and no
voting power.
1(a) Name of Issuer: Spansion Inc.
1(b) Address of Issuer's Principal 915 Deguigne Drive
Executive Offices: Sunnyvale, CA 94088
2(a) Name of Person Filing: (a) Ameriprise Financial, Inc.
("AFI")
(b) RiverSource Investments, LLC
("RvS")
2(b) Address of Principal Business Office:
c/o Ameriprise Financial, Inc.
145 Ameriprise Financial Center
Minneapolis, MN 55474
2(c) Citizenship: (a) Delaware
(b) Minnesota
2(d) Title of Class of Securities: Common Stock
2(e) Cusip Number: 84649R101
3 Information if statement is filed pursuant to Rules 13d-1(b) or 13d-2(b):
(a) Ameriprise Financial, Inc.
A parent holding company in accordance with Rule 13d-1(b)(1)(ii)(G).
(Note: See Item 7)
(b) RiverSource Investments, LLC
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
4 Incorporated by reference to Items (5)-(9) and (11) of the cover page
pertaining to each reporting person.
AFI, as the parent company of RvS, may be deemed to beneficially own the
shares reported herein by RvS. Accordingly, the shares reported herein by
AFI include those shares separately reported herein by RvS.
Each of Ameriprise Financial, Inc. and RiverSource Investments, LLC,
disclaims beneficial ownership of any shares reported on this Schedule.
5 Ownership of 5% or Less of a Class: Yes
6 Ownership of more than 5% on Behalf of Another Person: Not Applicable
7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
AFI: See Exhibit I
8 Identification and Classification of Members of the Group:
Not Applicable
9 Notice of Dissolution of Group:
Not Applicable
10 Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have
the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: February 10, 2009
Ameriprise Financial, Inc.
By /s/ Wade M. Voigt
-------------------------------------
Name: Wade M. Voigt
Title: Director - Fund Administration
Contact Information
Wade M. Voigt
Director - Fund Administration
Telephone: (612) 671-5682
Exhibit Index
Exhibit I Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on by the Parent Holding Company.
Exhibit II Joint Filing Agreement
Exhibit I
to
Schedule 13G
Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company.
The classification and identity of the relevant subsidiaries is as follows:
Investment Adviser - RiverSource Investments, LLC, is investment adviser
registered under section 203 of the Investment Advisers Act of 1940.
Exhibit II
to
Schedule 13G
Joint Filing Agreement
The undersigned persons agree and consent to the joint filing on their behalf of
this Schedule 13G dated February 10, 2009 in connection with their beneficial
ownership of Spansion Inc. RiverSource Investments, LLC authorizes Ameriprise
Financial, Inc. to execute the Schedule 13G to which this Exhibit is attached
and make any necessary amendments thereto.
Ameriprise Financial, Inc.
By: /s/ Wade M. Voigt
Wade M. Voigt
Director - Fund Administration
RiverSource Investments, LLC
By: /s/ Peter A. Gallus
Peter A. Gallus
Senior Vice President and
Chief Operating Officer