INTEL CORP — Director's Dealing 2009

Jan 21, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2009-01-17

Reporting Person: BARTZ CAROL (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-01-17	Common Stock	M	1231	—	Acquired	1231	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-01-17	Restricted Stock Units	$0	M	1231	Disposed		Common Stock (1231)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6766	Indirect

Footnotes

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

F2: Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.

F3: Unless earlier forfeited under the terms of the RSU, 33 1/3% 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.

F4: Column 9 reports the number of shares underlying the 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 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 an aggregate of RSUs of 9,139 shares of Intel common stock.