INTEL CORP — Director's Dealing 2011

Oct 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2011-10-03

Reporting Person: HOLT WILLIAM M (SR VP GM, TECH & MFG GRP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-03	Common Stock	M	12580	$20.23	Acquired	71245	Direct
2011-10-03	Common Stock	S	12580	$20.9521	Disposed	58665	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-03	Employee Stock Option (Right to Buy)	$20.23	M	12580	Disposed	2012-11-25	Common Stock (12580)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2.521	Indirect
Common Stock	13010	Indirect

Footnotes

F1: Transactions reported on this Form 4 were made pursuant to trading instructions adopted by the undersigned on Aug. 3, 2011 that are intended to comply with Rule 10b5-1(c).

F2: This transaction was executed in multiple trades at prices ranging from $20.60 to $21.37. 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: Includes 0.025 shares acquired via dividend reinvestment in Sept. 2011.

F4: The option vests in four equal annual installments beginning on the first anniversary of the grant date.