INTEL CORP — Director's Dealing 2015

Jan 27, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2015-01-23

Reporting Person: BRYANT ANDY D (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-23	Common Stock	M	6222	—	Acquired	456070	Direct
2015-01-23	Common Stock	F	2326	$36.705	Disposed	453744	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-23	Restricted Stock Units	$0	M	6222	Disposed		Common Stock (6222)	Direct
2015-01-23	Performance-based Restricted Stock Units	$0	A	56700	Acquired		Common Stock (56700)	Direct
2015-01-23	Restricted Stock Units	$0	A	51000	Acquired		Common Stock (51000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1000	Indirect
Common Stock	3178.474	Indirect
Common Stock	47383	Indirect
Common Stock	1600	Indirect
Common Stock	1148	Indirect

Footnotes

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

F2: Includes 19.204 shares acquired via dividend reinvestment in December 2014.

F3: Shares withheld for payment of tax liability.

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, 1/12th of the awards vest and convert 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.

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 awards vest and convert into common stock in twelve substantially equal quarterly tranches, beginning on April 23, 2015. If the quarterly vesting date falls on a non-business date, the next business date shall apply.