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INTEL CORP Director's Dealing 2012

Apr 19, 2012

29808_dirs_2012-04-18_7fa8e386-f728-43ed-84f6-88dd5553efb9.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2012-04-16

Reporting Person: KILROY THOMAS M (Sr VP, GM Sales & Mktg Grp)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-04-16 Common Stock M 20820 $15.665 Acquired 20820 Direct
2012-04-16 Common Stock S 20820 $28.3129 Disposed 0 Direct
2012-04-17 Common Stock M 5750 Acquired 5750 Direct
2012-04-17 Common Stock F 2614 $28.595 Disposed 3136 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-04-16 Employee Stock Option (Right to Buy) $15.665 M 20820 Disposed 2016-04-16 Common Stock (20820) Direct
2012-04-17 Restricted Stock Units $0 M 5750 Disposed Common Stock (5750) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 57637 Indirect

Footnotes

F1: Transactions reported on this Form 4 were made pursuant to trading instructions adopted by the undersigned on January 31, 2012 that are intended to comply with Rule 10b5-1(c).

F2: This transaction was executed in multiple trades at prices ranging from $28.17 to $28.51. 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: Shares acquired on the vesting of restricted stock units.

F4: Shares withheld for payment of tax liability.

F5: The option vests in four equal annual installments beginning on the first anniversary of the grant date.

F6: Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.

F7: Unless earlier forfeited under the terms of the RSU, 25% 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.