INTEL CORP — Director's Dealing 2012

Apr 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2012-04-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-24	Common Stock	M	3699	—	Acquired	23479	Direct
2012-04-24	Common Stock	F	1682	$27.42	Disposed	21797	Direct
2012-04-24	Common Stock	M	3190	—	Acquired	24987	Direct
2012-04-24	Common Stock	F	1450	$27.42	Disposed	23537	Direct
2012-04-25	Common Stock	S	2017	$27.6504	Disposed	21520	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-24	Restricted Stock Units	$0	M	3699	Disposed		Common Stock (3699)	Direct
2012-04-24	Restricted Stock Units	$0	M	3190	Disposed		Common Stock (3190)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2.562	Indirect
Common Stock	13010	Indirect

Footnotes

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

F2: Shares withheld for payment of tax liability.

F3: Transactions reported on this Form 4 were made pursuant to trading instructions adopted by the undersigned on August 3, 2011 that are intended to comply with Rule 10b5-1(c).

F4: This transaction was executed in multiple trades at prices ranging from $27.475 to $27.86. 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 transction was effected.

F5: Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.

F6: 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.

F7: 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, 2012. If the quarterly vesting date falls on a non-business date, the next business date shall apply.