INTEL CORP — Director's Dealing 2014

Jan 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2014-01-24

Reporting Person: Smith Stacy J (Exec VP, Dir Corp Stratgy, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-24	Common Stock	M	4838	—	Acquired	153834	Direct
2014-01-24	Common Stock	F	1819	$24.9905	Disposed	152015	Direct
2014-01-24	Common Stock	M	74640	—	Acquired	226655	Direct
2014-01-24	Common Stock	F	34991	$24.9905	Disposed	191664	Direct
2014-01-24	Common Stock	M	4198	—	Acquired	195862	Direct
2014-01-24	Common Stock	F	2191	$24.9905	Disposed	193671	Direct
2014-01-24	Common Stock	M	5344	—	Acquired	199015	Direct
2014-01-24	Common Stock	F	2789	$24.9905	Disposed	196226	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-24	Restricted Stock Units	$0	M	4838	Disposed		Common Stock (4838)	Direct
2014-01-24	Restricted Stock Units	$0	M	74640	Disposed		Common Stock (74640)	Direct
2014-01-24	Restricted Stock Units	$0	M	4198	Disposed		Common Stock (4198)	Direct
2014-01-24	Restricted Stock Units	$0	M	5344	Disposed		Common Stock (5344)	Direct

Footnotes

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

F2: Shares withheld for payment of tax liability.

F3: Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.

F4: 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.

F5: Unless earlier forfeited under the terms of the RSU, 20% of the award vests and converts into common stock on the 2nd anniversary of the grant date, 40% of the award vests and converts into common stock on the 3rd anniversary of the grant date, 40% of the award vests and converts into common stock on the 4th anniversary of the grant date, unless any vesting 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 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.

F7: 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, 2013. If the quarterly vesting date falls on a non-business date, the next business date shall apply.