INTEL CORP — Director's Dealing 2009

Apr 23, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2009-04-20

Reporting Person: SODHANI ARVIND (EXEC. VP; PRES. INTEL CAPITAL)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-04-20	Common Stock	M	6375	—	Acquired	281960	Direct
2009-04-20	Common Stock	F	2825	$15.185	Disposed	279135	Direct
2009-04-21	Common Stock	M	3000	—	Acquired	282135	Direct
2009-04-21	Common Stock	F	1329	$15.24	Disposed	280806	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-04-20	Restricted Stock Units	$0	M	6375	Disposed		Common Stock (6375)	Direct
2009-04-21	Restricted Stock Units	$0	M	3000	Disposed		Common Stock (3000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	34.247	Indirect
Common Stock	4000	Indirect

Footnotes

F1: Shares acquired on the vesting of restricted stock units.

F2: Shares withheld for payment of tax liability.

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, 25% 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.