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: Smith Stacy J (VP, Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-04-20	Common Stock	M	5750	—	Acquired	24666	Direct
2009-04-20	Common Stock	F	2056	$15.185	Disposed	22610	Direct
2009-04-21	Common Stock	M	1750	—	Acquired	24360	Direct
2009-04-21	Common Stock	F	626	$15.24	Disposed	23734	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-04-20	Restricted Stock Units	$0	M	5750	Disposed		Common Stock (5750)	Direct
2009-04-21	Restricted Stock Units	$0	M	1750	Disposed		Common Stock (1750)	Direct

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.