INTEL CORP — Director's Dealing 2012

Jan 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2012-01-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-24	Common Stock	M	27500	$19.51	Acquired	29775	Direct
2012-01-24	Common Stock	M	41640	$15.665	Acquired	71415	Direct
2012-01-24	Common Stock	M	95484	$19.04	Acquired	166899	Direct
2012-01-24	Common Stock	S	164624	$26.7594	Disposed	2275	Direct
2012-01-24	Common Stock	M	3699	—	Acquired	5974	Direct
2012-01-24	Common Stock	F	1258	$26.795	Disposed	4716	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-24	Performance-based Restricted Stock Units	$0	A	43070	Acquired		Common Stock (43070)	Direct
2012-01-24	Employee Stock Option (Right to Buy)	$26.795	A	154400	Acquired	2019-01-24	Common Stock (154400)	Direct
2012-01-24	Restricted Stock Units	$0	A	38290	Acquired		Common Stock (38290)	Direct
2012-01-24	Restricted Stock Units	$0	A	186600	Acquired		Common Stock (186600)	Direct
2012-01-24	Employee Stock Option (Right to Buy)	$19.51	M	27500	Disposed	2013-04-21	Common Stock (27500)	Direct
2012-01-24	Employee Stock Option (Right to Buy)	$15.665	M	41640	Disposed	2016-04-16	Common Stock (41640)	Direct
2012-01-24	Employee Stock Option (Right to Buy)	$19.04	M	95484	Disposed	2016-10-30	Common Stock (95484)	Direct
2012-01-24	Restricted Stock Units	$0	M	3699	Disposed		Common Stock (3699)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	51806	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $26.65 to $26.83. 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.

F2: Shares acquired on the vesting of restricted stock units.

F3: Shares withheld for payment of tax liability.

F4: 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 on the grant date and ending on the third anniversary of the grant date, 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.

F5: 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 and one month 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.

F6: Unless earlier forfeited under the terms of the option, the option vests in four equal annual installments beginning on the first anniversary of the grant date, unless that date falls on a non-business date, in which case the next business date shall apply.

F7: Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.

F8: 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.

F9: Unless earlier forfeited under the terms of the RSU, 10% of the award vests and converts into common stock on the 2nd anniversary of the grant date, 20% of the award vests and converts into common stock on the 3rd anniversary of the grant date, 30% of the award vests and converts into common stock on the 4th anniversary of the grant date and 40% of the award vests and converts into common stock on the 5th anniversary of the grant date, unless any vesting date falls on a non-business date, in which case the next business date shall apply.

F10: The option vests in four equal annual installments beginning on the first anniversary of the grant date.

F11: The option vests in four equal annual installments beginning on the first anniversary of the grant date, unless that date falls on a non-business date, in which case the next business date shall apply.

F12: 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.