INTEL CORP — Director's Dealing 2014

Aug 8, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2014-07-30

Reporting Person: PEARSON GREGORY R (SR , VP SMG)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	66942	Direct
Common Stock	92.123	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$19.0418	2016-10-30	Common Stock (10917)		Direct
Employee Stock Option (Right to Buy)	$24.0834	2017-04-15	Common Stock (13255)		Direct
Employee Stock Option (Right to Buy)	$15.665	2016-04-16	Common Stock (8835)		Direct
Employee Stock Option (Right to Buy)	$15.665	2016-04-16	Common Stock (8835)		Direct
Employee Stock Option (Right to Buy)	$21.34	2018-04-21	Common Stock (62820)		Direct
Employee Stock Option (Right to Buy)	$27.42	2019-04-24	Common Stock (74490)		Direct
Employee Stock Option (Right to Buy)	$23.595	2020-04-25	Common Stock (118280)		Direct
Employee Stock Option (Right to Buy)	$21.72	2015-07-17	Common Stock (23560)		Direct
Performance-based Restricted Stock Units	$0		Common Stock (9041)		Direct
Restricted Stock Units	$0		Common Stock (15650)		Direct
Restricted Stock Units	$0		Common Stock (48239)		Direct
Restricted Stock Units	$0		Common Stock (24630)		Direct
Restricted Stock Units	$0		Common Stock (47018)		Direct

Footnotes

F1: 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.

F2: The option vests in four equal annual installments beginning on the second anniversary of the grant date, unless that date falls on a non-business date, in which case the next business date shall apply.

F3: Unless earlier forfeited under the terms of the performance-based RSU, each performance-based RSU vests and converts into no more than 200% of one share of Intel common stock three years 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.

F4: Each performance-based Restricted Stock Unit (RSU) represents the right to receive, following vesting, up to 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 performance period beginning on January 23, 2014 and ending on January 23, 2017, 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 RSU, 25% of the awards vest and convert 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.

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, 1/16th of the awards vest and convert into common stock in sixteen substantially equal quarterly tranches, beginning on July 22, 2014. If the quarterly vesting date falls on a non-business date, the next business date shall apply.