INTEL CORP — Director's Dealing 2012

Jul 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2012-07-26

Reporting Person: POTTRUCK DAVID S (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-26	Restricted Stock Units	$0	A	4300	Acquired		Common Stock (4300)	Direct
2012-07-26	Performance-based Restricted Stock Units	$0	A	3023	Acquired		Common Stock (3023)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	52449	Direct
Common Stock	8400	Indirect
Common Stock	5000	Indirect
Common Stock	800	Indirect

Footnotes

F1: Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.

F2: 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.

F3: Each Performance-based Restricted Stock Unit (RSU) represents the right to receive, following vesting, no less than 50% and no more than 200% of one share of Intel common stock, together with dividend equivalent shares on the vested number of shares. The resulting number of shares of Intel common stock acquired upon vesting of the Performance-based RSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation Committee, over a three-year period beginning January 24, 2012 and ending on January 24, 2015, unless that date falls on a date that the NASDAQ Stock Market is closed, in which case the next business date that the NASDAQ Stock Market is open shall apply.

F4: Unless earlier forfeited under the terms of the Performance-based RSU, each Performance-based RSU vests and converts into no less than 50% and no more than 200% of one share of Intel common stock three years after the grant date (together with dividend equivalent shares thereon), unless that date falls on a non-business date, in which case the next business date shall apply.