INTEL CORP — Director's Dealing 2012

Jul 25, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2012-07-23

Reporting Person: Yeary Frank D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-23	Common Stock	M	6667	—	Acquired	37145	Direct
2012-07-23	Common Stock	M	1577	—	Acquired	38722	Direct
2012-07-23	Common Stock	M	1485	—	Acquired	40207	Direct
2012-07-24	Common Stock	S	3892	$24.995	Disposed	36315	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-23	Restricted Stock Units	$0	M	6667	Disposed		Common Stock (6667)	Direct
2012-07-23	Restricted Stock Units	$0	M	1577	Disposed		Common Stock (1577)	Direct
2012-07-23	Restricted Stock Units	$0	M	1485	Disposed		Common Stock (1485)	Direct

Footnotes

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

F2: This transaction was made pursuant to trading instructions adopted by the undersigned on April 20, 2012 that are intended to comply with Rule 10b5-1(c).

F3: This transaction was executed in multiple trades at prices ranging from $24.87 to $25.18. 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.

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, 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.