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: KILROY THOMAS M (Exec VP, GM Sales & Mktg Grp)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-24	Common Stock	M	3700	—	Acquired	5999	Direct
2014-01-24	Common Stock	F	1332	$24.9905	Disposed	4667	Direct
2014-01-24	Common Stock	M	37320	—	Acquired	41987	Direct
2014-01-24	Common Stock	F	14487	$24.9905	Disposed	27500	Direct
2014-01-24	Common Stock	M	3191	—	Acquired	30691	Direct
2014-01-24	Common Stock	F	1626	$24.9905	Disposed	29065	Direct
2014-01-24	Common Stock	M	4452	—	Acquired	33517	Direct
2014-01-24	Common Stock	F	2269	$24.9905	Disposed	31248	Direct
2014-01-27	Common Stock	S	31248	$24.7058	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-24	Restricted Stock Units	$0	M	3700	Disposed		Common Stock (3700)	Direct
2014-01-24	Restricted Stock Units	$0	M	37320	Disposed		Common Stock (37320)	Direct
2014-01-24	Restricted Stock Units	$0	M	3191	Disposed		Common Stock (3191)	Direct
2014-01-24	Restricted Stock Units	$0	M	4452	Disposed		Common Stock (4452)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	77458	Indirect

Footnotes

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

F2: Shares withheld for payment of tax liability.

F3: This transaction was executed in multiple trades at prices ranging from $24.70 to $24.725. 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.

F4: Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.

F5: 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.

F6: 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.

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, 2012. If the quarterly vesting date falls on a non-business date, the next business date shall apply.

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