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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-23	Common Stock	M	9250	—	Acquired	32575	Direct
2014-01-23	Common Stock	F	4682	$25.075	Disposed	27893	Direct
2014-01-23	Common Stock	M	65000	$12.985	Acquired	92893	Direct
2014-01-23	Common Stock	S	65000	$25.0059	Disposed	27893	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	Employee Stock Option (Right to Buy)	$12.985	M	65000	Disposed	2019-01-23	Common Stock (65000)	Direct
2014-01-23	Performance-based Restricted Stock Units	$0	A	80650	Acquired		Common Stock (80650)	Direct
2014-01-23	Restricted Stock Units	$0	A	71780	Acquired		Common Stock (71780)	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 $24.91 to $25.18. 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: Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.

F6: 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.

F7: 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.

F8: 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.

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 23, 2014. If the quarterly vesting date falls on a non-business date, the next business date shall apply.