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INTEL CORP Director's Dealing 2012

Jan 20, 2012

29808_dirs_2012-01-20_d03079c2-9218-490f-a369-a4bcb992ca91.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: 2012-01-18

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-01-18 Common Stock M 65000 $20.70 Acquired 83665 Direct
2012-01-18 Common Stock S 65000 $25.45 Disposed 18665 Direct
2012-01-18 Common Stock M 9250 Acquired 27915 Direct
2012-01-18 Common Stock F 3280 $25.245 Disposed 24635 Direct
2012-01-19 Common Stock S 5970 $25.5419 Disposed 18665 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-01-18 Employee Stock Option (Right to Buy) $20.70 M 65000 Disposed 2017-01-18 Common Stock (65000) Direct
2012-01-18 Restricted Stock Units $0 M 9250 Disposed Common Stock (0) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2.542 Indirect
Common Stock 13010 Indirect

Footnotes

F1: 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).

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

F3: Shares withheld for payment of tax liability.

F4: This transaction was executed in multiple trades at prices ranging from $25.43 to $25.65. 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.

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, 100% of the award vests and converts into common stock on the 5th anniversary of the grant date, unless that date falls on a non-business date, in which case the next business date shall apply.