INTEL CORP — Director's Dealing 2014

Jan 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2014-01-23

Reporting Person: SODHANI ARVIND (EXEC. VP; PRES. INTEL CAPITAL)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-23	Common Stock	M	9250	—	Acquired	109250	Direct
2014-01-23	Common Stock	F	3565	$25.075	Disposed	105685	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-23	Restricted Stock Units	$0	M	9250	Disposed		Common Stock (9250)	Direct
2014-01-23	Performance-based Restricted Stock Units	$0	A	53760	Acquired		Common Stock (53760)	Direct
2014-01-23	Restricted Stock Units	$0	A	47860	Acquired		Common Stock (47860)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	40.346	Indirect

Footnotes

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

F2: Shares withheld for payment of tax liability.

F3: Includes .379 shares acquired via dividend reinvestment in December 2013.

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, 100% of the award vests and converts into common stock on the 5th 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 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 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 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: 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 23, 2014. If the quarterly vesting date falls on a non-business date, the next business date shall apply.