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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-24	Common Stock	M	3700	—	Acquired	31593	Direct
2014-01-24	Common Stock	F	1886	$24.9905	Disposed	29707	Direct
2014-01-24	Common Stock	M	37320	—	Acquired	67027	Direct
2014-01-24	Common Stock	F	19015	$24.9905	Disposed	48012	Direct
2014-01-24	Common Stock	M	3191	—	Acquired	51203	Direct
2014-01-24	Common Stock	F	1626	$24.9905	Disposed	49577	Direct
2014-01-24	Common Stock	M	4452	—	Acquired	54029	Direct
2014-01-24	Common Stock	F	2269	$24.9905	Disposed	51760	Direct
2014-01-24	Common Stock	S	4568	$24.9885	Disposed	47192	Direct
2014-01-27	Common Stock	S	23867	$24.8192	Disposed	23325	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	2.741	Indirect

Footnotes

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

F2: Shares withheld for payment of tax liability.

F3: Transactions reported on this Form 4 were made pursuant to trading instructions adopted by the undersigned on April 25, 2013 that are intended to comply with Rule 10b5-1(c).

F4: This transaction was executed in multiple trades at prices ranging from $24.87 to $25.15. 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: This transaction was executed in multiple trades at prices ranging from $24.68 to $24.96. 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 transction was effected.

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, 1/12th 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.

F8: 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.

F9: 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.

F10: 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.