INTEL CORP — Director's Dealing 2016

Feb 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2016-02-24

Reporting Person: Smith Stacy J (Exec VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-24	Common Stock	M	87061	—	Acquired	299549	Direct
2016-02-24	Common Stock	F	45429	$28.8375	Disposed	254120	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-24	Performance-based Restricted Stock Units	$0	M	85160	Disposed		Common Stock (85160)	Direct

Footnotes

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

F2: Includes 863 shares acquired under the Company's Stock Purchase Plan on February 19, 2016.

F3: Shares withheld for payment of tax liability.

F4: Each Performance-based Restricted Stock Unit (RSU) represents the right to receive, following vesting, no less than 50% and no more than 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 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.

F5: Unless earlier forfeited under the terms of the Performance-based RSU, each Performance-based RSU vests and converts into no less than 50% and 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.

F6: Due to a limitation in the filing software, the total number of shares of Common Stock received was 87,061 as reported above in Table I. The conversion rate of the Performance-based Restricted Stock was 92.853%. Upon conversion of the RSUs, the Reporting Person received 79,073 shares of Common Stock. Upon conversion of $238,800 in dividend equivalents, the Reporting person received an additional 7,988 shares of Common Stock.