INTEL CORP — Director's Dealing 2011

Oct 26, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2011-10-24

Reporting Person: SODHANI ARVIND (EXEC. VP; PRES. INTEL CAPITAL)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-24	Common Stock	S	2000	$24.645	Disposed	0	Indirect
2011-10-24	Common Stock	M	4031	—	Acquired	261872	Direct
2011-10-24	Common Stock	F	1882	$24.405	Disposed	259990	Direct
2011-10-25	Common Stock	M	47105	$20.23	Acquired	307095	Direct
2011-10-25	Common Stock	S	47105	$24.75	Disposed	259990	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-24	Restricted Stock Units	$0	M	4031	Disposed		Common Stock (4031)	Direct
2011-10-25	Employee Stock Option (Right to Buy)	$20.23	M	47105	Disposed	2012-11-25	Common Stock (47105)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	37.096	Indirect

Footnotes

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

F2: Shares withheld for payment of tax liability.

F3: Includes 0.38 shares acquired via dividend reinvestment in Sept. 2011.

F4: Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.

F5: Unless earlier forfeited under the terms of the RSU, 1/12th of the award vests and converts into common stock in twelve substantially equal quarterly tranches, beginning on April 24, 2011. If the quarterly vesting date falls on a non-business date, the next business date shall apply.

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