Under the Securities Exchange Act of 1934
(Amendment No. 8)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page 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 (however, see the Notes).

* As reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 1, 2013, there were 58,860,754 shares of Class A Common Stock, par value $0.001 (“Common Stock”) issued and outstanding as of October 28, 2013.

2

*As reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 1, 2013, there were 58,860,754 shares of Class A Common Stock issued and outstanding as of October 28, 2013.

3

*As reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 1, 2013, there were 58,860,754 shares of Class A Common Stock issued and outstanding as of October 28, 2013.

4

*As reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 1, 2013, there were 58,860,754 shares of Class A Common Stock issued and outstanding as of October 28, 2013.

5

*As reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 1, 2013, there were 58,860,754 shares of Class A Common Stock issued and outstanding as of October 28, 2013.

6

*As reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 1, 2013, there were 58,860,754 shares of Class A Common Stock issued and outstanding as of October 28, 2013.

7

CUSIP No.  84649R200

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.

Item 1.           Security and Issuer.

This Amendment No. 8 to Schedule 13D (this “Amendment”) relating to the Class A Common Stock, par value $0.001 per share (the “Common Stock”), of Spansion Inc., a Delaware Corporation (the “Issuer”), having its principal executive offices at 915 DeGuine Drive, P.O. Box 3453, Sunnyvale, CA 94088, hereby supplements and amends the Schedule 13D jointly filed on May 20, 2010 (the “Initial 13D”), as amended by that Amendment No. 1 to the Schedule 13D filed on June 16, 2010, Amendment No. 2 to the Schedule 13D filed on June 18, 2010, Amendment No. 3 to the Schedule 13D filed on July 2, 2010, Amendment No. 4 to the Schedule 13D filed on November 22, 2010, Amendment No. 5 to the Schedule 13D filed on December 5, 2012, Amendment No. 6 to the Schedule 13D filed on May 21, 2013 and Amendment No. 7 to the Schedule 13D filed on September 12, 2013 (“Amendment No. 7”) by SLS Spansion Holdings, LLC (“SLS Spansion”), Silver Lake Sumeru Fund, L.P. (the “Sumeru Fund”), Silver Lake Technology Investors Sumeru, L.P. (the “Side Fund”), Silver Lake Technology Associates Sumeru, L.P. (“SLS Lower GP”), SLTA Sumeru (GP), L.L.C. (“SLS Upper GP”) and Silver Lake Group, L.L.C. (“SLG”), each a Delaware entity (each a “Reporting Person,” and collectively, the “Reporting Persons”).  Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to such terms in the Initial 13D.

Item 5.           Interest in Securities of the Issuer.

Item 5 of the Initial 13D is hereby amended and restated in its entirety as follows, which supersedes Item 5 of Amendment No. 7:

(a)                                 The disclosure set forth in this Amendment assumes that there were 58,860,754 shares of Common Stock outstanding as of October 28, 2013, as represented by the Issuer.

As of the date hereof, SLS Spansion directly owns 3,991,494 shares, which constitutes approximately 6.8% of the Common Stock outstanding.  The Sumeru Fund is the managing member of SLS Spansion, and the Side Fund is a member of SLS Spansion.  SLS Lower GP is the general partner of each of the Sumeru Fund and the Side Fund.  SLS Upper GP is the general partner of SLS Lower GP.  As such, each of the Sumeru Fund, the Side Fund, SLS Upper GP and SLS Lower GP may be deemed to beneficially own the Common Stock directly owned by SLS Spansion.  However, each of them disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest.

SLG is the managing member of SLS Upper GP.  As such, SLG may be deemed to beneficially own the Common Stock held by SLS Spansion.  However, SLG disclaims beneficial ownership of any of the shares held by SLS Spansion, except to the extent of its pecuniary interest.

8

In addition to the shares of Common Stock reported in this Amendment and the Initial 13D, Paul Mercadante and Ajay Shah, who were members of the Issuer’s board of directors until their resignations on May 13, 2013, received 62,500 and 43,000 shares, respectively, of Common Stock (in the form of restricted stock units) as part of the Issuer’s board compensation award.  The restricted stock units will vest quarterly over three years from the grant date.  Mr. Mercadante and Mr. Shah are officers of Silver Lake Management Company Sumeru, L.L.C. (“Sumeru”).  Pursuant to their arrangements with Sumeru with respect to director compensation, the proceeds from any sale of the shares underlying the restricted stock units will be assigned to Sumeru.

(b)                                 The Cover Pages of this Amendment are incorporated herein by reference.

(c)                                  On January 7, 2014, SLS Spansion sold 1,500,000 shares of Common Stock at a price per share of $13.50, in an open-market transaction pursuant to Rule 144.

(d)                                 Not applicable.

(e)                                  Not applicable.

9

SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

10

11