INTEL CORP — Director's Dealing 2012

Apr 19, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-16	Common Stock	M	30735	$15.665	Acquired	50515	Direct
2012-04-16	Common Stock	S	30735	$28.3153	Disposed	19780	Direct
2012-04-17	Common Stock	M	8375	—	Acquired	28155	Direct
2012-04-17	Common Stock	F	3807	$28.595	Disposed	24348	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	30735	Disposed	2016-04-16	Common Stock (30735)	Direct
2012-04-17	Restricted Stock Units	$0	M	8375	Disposed		Common Stock (8375)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2.562	Indirect
Common Stock	13010	Indirect

Footnotes

F1: Includes 1,115 shares acquired under the Company's Stock Purchase Plan on February 17, 2012.

F2: 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).

F3: This transaction was executed in multiple trades at prices ranging from $28.17 to $28.54. 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: Shares acquired on the vesting of restricted stock units.

F5: Shares withheld for payment of tax liability.

F6: Includes 0.02 shares acquired via dividend reinvestment in March 2012.

F7: The option vests in four equal annual installments beginning on the first anniversary of the grant date.

F8: Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.

F9: 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.