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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-24	Common Stock	M	74640	—	Acquired	88410	Direct
2015-01-24	Common Stock	F	38030	$35.935	Disposed	50380	Direct
2015-01-24	Common Stock	M	3191	—	Acquired	53571	Direct
2015-01-24	Common Stock	F	1626	$35.935	Disposed	51945	Direct
2015-01-24	Common Stock	M	4452	—	Acquired	56397	Direct
2015-01-24	Common Stock	F	2269	$35.935	Disposed	54128	Direct
2015-01-26	Common Stock	M	39595	$21.085	Acquired	93723	Direct
2015-01-26	Common Stock	M	7820	$26.795	Acquired	101543	Direct
2015-01-26	Common Stock	M	67205	$21.055	Acquired	168748	Direct
2015-01-26	Common Stock	S	114620	$35.7737	Disposed	54128	Direct
2015-01-27	Common Stock	S	40358	$34.1808	Disposed	13770	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-24	Restricted Stock Units	$0	M	74640	Disposed		Common Stock (74640)	Direct
2015-01-24	Restricted Stock Units	$0	M	3191	Disposed		Common Stock (3191)	Direct
2015-01-24	Restricted Stock Units	$0	M	4452	Disposed		Common Stock (4452)	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	7820	Disposed	2019-01-24	Common Stock (7820)	Direct
2015-01-26	Employee Stock Option (Right to Buy)	$21.055	M	67205	Disposed	2020-01-24	Common Stock (67205)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2.824	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 $35.575 to $36.20. 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 $34.68. 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.