INTEL CORP — Director's Dealing 2009

Jul 21, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2009-07-16

Reporting Person: YOFFIE DAVID B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-07-17	Common Stock	M	2225	—	Acquired	152753	Direct
2009-07-20	Common Stock	M	2315	—	Acquired	155068	Direct
2009-07-21	Common Stock	M	3407	—	Acquired	158475	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-07-16	Performance-based Restricted Stock Units	$0	A	3500	Acquired		Common Stock (3500)	Direct
2009-07-16	Restricted Stock Units	$0	A	4790	Acquired		Common Stock (4790)	Direct
2009-07-17	Restricted Stock Units	$0	M	2225	Disposed		Common Stock (2225)	Direct
2009-07-20	Restricted Stock Units	$0	M	2315	Disposed		Common Stock (2315)	Direct
2009-07-21	Restricted Stock Units	$0	M	3407	Disposed		Common Stock (3407)	Direct

Footnotes

F1: Each Performance-based Restricted Stock Unit (RSU) represents the right to receive, following vesting, no less than 33% and no more than 200% of one share of Intel common stock, together with dividend equivalent shares on the vested number of shares. The resulting number of shares of Intel common stock acquired upon vesting of the Performance-based RSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation Committee, over a three-year period beginning on the grant date and ending on the third anniversay of the grant date, unless that date falls on a date that the NASDAQ Stock Market is closed, in which case the next business date that the NASDAQ Stock Market is open shall apply.

F2: Unless earlier forfeited under the terms of the Performance-based RSU, each Performance-based RSU vests and converts into no less than 33% and no more than 200% of one share of Intel common stock three years and one month after the grant date (together with dividend equivalent shares thereon), unless that date falls on a non-business date, in which case the next business date shall apply.

F3: Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.

F4: Unless earlier forfeited under the terms of the RSU, 33 1/3% of the award vests and converts into common stock on each anniversary of the grant date, unless that date falls on a non-business date, in which case the next business date shall apply.

F5: Column 9 reports the number of shares underlying the option or RSU that is the subject of the transaction reported on this Form 4. Previously, the Reporting Person's Forms 4 reported the aggregate number of shares subject to all options or RSUs held. As of the date of this Report and after taking into account the transaction(s) reported on this Form 4, the Reporting Person held options covering an aggregate of 109,000 shares and RSUs of 15,055 shares of Intel common stock.