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INTEL CORP Director's Dealing 2009

Apr 23, 2009

29808_dirs_2009-04-22_ff8aa44a-47c3-476f-885b-d39232b0afcf.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: HOLT WILLIAM M (SR VP GM, TECH & MFG GRP)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-04-20 Common Stock M 6375 Acquired 68359 Direct
2009-04-20 Common Stock F 2168 $15.185 Disposed 66191 Direct
2009-04-21 Common Stock M 2000 Acquired 68191 Direct
2009-04-21 Common Stock F 680 $15.24 Disposed 67511 Direct
2009-04-21 Common Stock S 4207 $15.2297 Disposed 63304 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 2000 Disposed Common Stock (2000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1601 Indirect
Common Stock 2.328 Indirect
Common Stock 13010 Indirect

Footnotes

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

F2: Shares withheld for payment of tax liability.

F3: Transactions reported on this Form 4 were made pursuant to trading instructions adopted by the undersigned on January 30, 2008 that are intended to comply with Rule 10b5-1(c).

F4: This transaction was executed in multiple trades at prices ranging from $15.00 to $15.3711. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transction was effected.

F5: Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.

F6: 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.