INTEL CORP — Director's Dealing 2009

Apr 21, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2009-04-16

Reporting Person: KILROY THOMAS M (VP, GM DIGITAL ENTERPRISE GRP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-04-17	Common Stock	M	5750	—	Acquired	6873	Direct
2009-04-17	Common Stock	F	2039	$15.67	Disposed	4834	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-04-16	Performance-based Restricted Stock Units	$0	A	78050	Acquired		Common Stock (78050)	Direct
2009-04-16	Employee Stock Option (Right to Buy)	$15.665	A	83280	Acquired	2016-04-16	Common Stock (83280)	Direct
2009-04-17	Restricted Stock Units	$0	M	5750	Disposed		Common Stock (5750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	28461	Indirect

Footnotes

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

F2: Shares withheld for payment of tax liability.

F3: 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.

F4: 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.

F5: The option vests in four equal annual installments beginning on the first anniversary of the grant date.

F6: Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.

F7: 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.