INTEL CORP — Director's Dealing 2010

Apr 20, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2010-04-16

Reporting Person: Smith Stacy J (Sr VP, Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-16	Common Stock	M	67500	$19.51	Acquired	92522	Direct
2010-04-16	Common Stock	M	45000	$20.749	Acquired	137522	Direct
2010-04-16	Common Stock	M	30735	$15.665	Acquired	168257	Direct
2010-04-16	Common Stock	S	159935	$23.926	Disposed	8322	Direct
2010-04-19	Common Stock	M	8375	—	Acquired	16697	Direct
2010-04-19	Common Stock	F	3910	$23.79	Disposed	12787	Direct
2010-04-19	Common Stock	M	5750	—	Acquired	18537	Direct
2010-04-19	Common Stock	F	2685	$23.79	Disposed	15852	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-16	Employee Stock Option (Right to Buy)	$19.51	M	67500	Disposed	2013-04-21	Common Stock (67500)	Direct
2010-04-16	Employee Stock Option (Right to Buy)	$20.7494	M	45000	Disposed	2011-10-14	Common Stock (45000)	Direct
2010-04-16	Employee Stock Option (Right to Buy)	$15.665	M	30735	Disposed	2016-04-16	Common Stock (30735)	Direct
2010-04-19	Restricted Stock Units	$0	M	8375	Disposed		Common Stock (8375)	Direct
2010-04-19	Restricted Stock Units	$0	M	5750	Disposed		Common Stock (5750)	Direct

Footnotes

F1: Includes 1,288 shares acquired under the Company's Stock Purchase Plan on Feb. 19, 2010.

F2: This transaction was executed in multiple trades at prices ranging from $23.90 to $23.96. 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 transaction was effected.

F3: Shares acquired on the vesting of restricted stock units.

F4: Shares withheld for payment of tax liability.

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

F6: The option vests in four equal annual installments beginning on the second anniversary of the grant date.

F7: Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.

F8: 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.