INTEL CORP — Director's Dealing 2015

Apr 23, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2015-04-21

Reporting Person: PEARSON GREGORY R (Sr. VP, GM, Sales & Mktg Grp)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-21	Common Stock	M	15650	—	Acquired	86967	Direct
2015-04-21	Common Stock	F	4281	$32.6275	Disposed	82686	Direct
2015-04-21	Common Stock	M	2596	—	Acquired	85282	Direct
2015-04-21	Common Stock	F	711	$32.6275	Disposed	84571	Direct
2015-04-22	Common Stock	M	3216	—	Acquired	87787	Direct
2015-04-22	Common Stock	F	999	$32.3775	Disposed	86788	Direct
2015-04-22	Common Stock	S	11369	$32.2068	Disposed	75419	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-21	Restricted Stock Units	$0	M	15650	Disposed		Common Stock (15650)	Direct
2015-04-21	Restricted Stock Units	$0	M	2596	Disposed		Common Stock (2596)	Direct
2015-04-22	Restricted Stock Units	$0	M	3216	Disposed		Common Stock (3216)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	93.947	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 January 20, 2015 that are intended to comply with Rule 10b5-1(c).

F4: This transaction was executed in multiple trades at prices ranging from $32.05 to $32.43. 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, 25% of the awards vest and convert into common stock on each anniversary of the grant date, unless that 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 awards vest and convert into common stock in twelve substantially equal quarterly tranches, beginning on January 21, 2015. 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, 1/16th of the awards vest and convert into common stock in sixteen substantially equal quarterly tranches, beginning on July 22, 2014. If the quarterly vesting date falls on a non-business date, the next business date shall apply.