INTEL CORP — Director's Dealing 2015

Jan 28, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2015-01-24

Reporting Person: James Renee Jo (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-24	Common Stock	M	149280	—	Acquired	165231	Direct
2015-01-24	Common Stock	F	76059	$35.935	Disposed	89172	Direct
2015-01-24	Common Stock	M	4199	—	Acquired	93371	Direct
2015-01-24	Common Stock	F	2140	$35.935	Disposed	91231	Direct
2015-01-24	Common Stock	M	5343	—	Acquired	96574	Direct
2015-01-24	Common Stock	F	2723	$35.935	Disposed	93851	Direct
2015-01-26	Common Stock	M	39595	$21.085	Acquired	133446	Direct
2015-01-26	Common Stock	M	50790	$26.795	Acquired	184236	Direct
2015-01-26	Common Stock	M	80645	$21.055	Acquired	264881	Direct
2015-01-26	Common Stock	S	171030	$35.775	Disposed	93851	Direct
2015-01-27	Common Stock	S	75280	$34.1815	Disposed	18571	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-24	Restricted Stock Units	$0	M	149280	Disposed		Common Stock (149280)	Direct
2015-01-24	Restricted Stock Units	$0	M	4199	Disposed		Common Stock (4199)	Direct
2015-01-24	Restricted Stock Units	$0	M	5343	Disposed		Common Stock (5343)	Direct
2015-01-26	Employee Stock Option (Right to Buy)	$21.085	M	39595	Disposed	2018-01-24	Common Stock (39595)	Direct
2015-01-26	Employee Stock Option (Right to Buy)	$26.795	M	50790	Disposed	2019-01-24	Common Stock (50790)	Direct
2015-01-26	Employee Stock Option (Right to Buy)	$21.055	M	80645	Disposed	2020-01-24	Common Stock (80645)	Direct

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 31, 2014 that are intended to comply with Rule 10b5-1(c).

F4: This transaction was executed in multiple trades at prices ranging from $35.575 to $36.19. 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 $33.57 to $34.69. 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.

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, 20% of the awards vest and convert into common stock on the 2nd anniversary of the grant date, 40% of the awards vest and convert into common stock on the 3rd anniversary of the grant date, 40% of the awards vest and convert 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.

F8: 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 April 24, 2012. If the quarterly vesting date falls on a non-business date, the next business date shall apply.

F9: 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 April 24, 2013. If the quarterly vesting date falls on a non-business date, the next business date shall apply.

F10: The option vests in four equal annual installments beginning on the first anniversary of the grant date, unless that date falls on a non-business date, in which case the next business date shall apply.