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: 2009-04-17

Reporting Person: BARRETT CRAIG R (Director, CHAIRMAN OF THE BOARD)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-04-17	Common Stock	M	5000	—	Acquired	3200986	Direct
2009-04-17	Common Stock	F	1705	$15.67	Disposed	3199281	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-04-17	Restricted Stock Units	$0	M	5000	Disposed		Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3334.422	Indirect
Common Stock	100000	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.

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 3,698,696 shares and RSUs of 31,281 shares of Intel common stock.