INTEL CORP — Director's Dealing 2013

Feb 26, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2013-02-22

Reporting Person: HOLT WILLIAM M (Exec VP GM, Tech & Mfg Grp)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-22	Common Stock	M	99206	—	Acquired	130751	Direct
2013-02-22	Common Stock	F	50546	$20.295	Disposed	80205	Direct
2013-02-25	Common Stock	S	38928	$20.5237	Disposed	41277	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-22	Performance-based Restricted Stock Units	$0	M	80590	Disposed		Common Stock (0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2.636	Indirect
Common Stock	13010	Indirect

Footnotes

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

F2: Includes 966 shares acquired under the Company's Stock Purchase Plan on February 19, 2013.

F3: Shares withheld for payment of tax liability.

F4: This transaction was made pursuant to trading instructions adopted by the undersigned on August 3, 2011 that are intended to comply with Rule 10b5-1(c).

F5: This transaction was executed in multiple trades at prices ranging from $20.64 to $20.415. 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.

F6: Each Performance-based Restricted Stock Unit (RSU) represents the right to receive, following vesting, no less than 33% 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.

F7: Unless earlier forfeited under the terms of the Performance-based RSU, each Performance-based RSU vests and converts into no less than 33% 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.

F8: Due to a limitation in the filing software, the total number of shares of Common Stock received was 99,206, as reported above in Table I. The conversion rate of the Performance-based Restricted Stock was 110.059%. Upon conversion of the RSUs, the Reporting Person received an additional 8,106 shares of Common Stock. Upon conversion of $222,396.35 in dividend equivalents, the Reporting person received an additional 10,510 shares of Common Stock.