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 *
FUJITSU LTD/JP/
   2. Issuer Name and Ticker or Trading Symbol
Spansion Inc. [SPSN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
MORRISON & FOERSTER LLP, 425 MARKET STREET		 3. Date of Earliest Transaction (Month/Day/Year)
03/21/2008
(Street)

SAN FRANCISO, CA 94105		 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 03/21/2008   J(1) V 18,352,934 D $ 0 0 D  
Class A Common Stock 03/21/2008   J(1) V 18,352,934 A $ 0 18,352,934 I See Footnote (2)
Class C Common Stock 03/21/2008   J(1) V 1 D $ 0 0 D  
Class C Common Stock 03/21/2008   J(1) V 1 A $ 0 1 I See Footnote (2)

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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FUJITSU LTD/JP/
MORRISON & FOERSTER LLP
425 MARKET STREET
SAN FRANCISO, CA 94105		     X    

Signatures

 Fujitsu Limited/JP/ by David C. Wilson, Attorney-in-Fact   03/21/2008
**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) These shares were transferred from Fujitsu Limited/JP/ to Fujitsu Microelectronics Limited, a wholly-owned subsidiary of Fujitsu Limited/JP/, in connection with the Plan for Company Split, effective as of March 21, 2008 by Fujitsu Limited/JP/.
(2) These shares are owned directly by Fujitsu Microelectronics Limited, a wholly-owned subsidiary of Fujitsu Limited /JP/. Fujitsu Limited /JP/ is an indirect beneficial owner of the reported securities. This filing is being made to reflect that on March 21, 2008, Fujitsu Limited/JP/ transferred the shares to Fujitsu Microelectronics Limited. The transfer simply changes the nature of Fujitsu Limited/JP/'s beneficial ownership of the shares from direct to indirect.

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