INTEL CORP — Director's Dealing 2016

Jan 28, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2016-01-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-23	Common Stock	M	5982	—	Acquired	25090	Direct
2016-01-23	Common Stock	F	2175	$29.8925	Disposed	22915	Direct
2016-01-23	Common Stock	M	3406	—	Acquired	26321	Direct
2016-01-23	Common Stock	F	1239	$29.8925	Disposed	25082	Direct
2016-01-24	Common Stock	M	74640	—	Acquired	99722	Direct
2016-01-24	Common Stock	F	36382	$29.8925	Disposed	63340	Direct
2016-01-24	Common Stock	M	4453	—	Acquired	67793	Direct
2016-01-24	Common Stock	F	2269	$29.8925	Disposed	65524	Direct
2016-01-25	Common Stock	M	40323	$21.055	Acquired	105847	Direct
2016-01-25	Common Stock	S	26882	$30.0006	Disposed	78965	Direct
2016-01-25	Common Stock	S	13441	$30.0007	Disposed	65524	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-23	Restricted Stock Units	$0	M	5982	Disposed		Common Stock (5982)	Direct
2016-01-23	Restricted Stock Units	$0	M	3406	Disposed		Common Stock (3406)	Direct
2016-01-24	Restricted Stock Units	$0	M	74640	Disposed		Common Stock (74640)	Direct
2016-01-24	Restricted Stock Units	$0	M	4453	Disposed		Common Stock (4453)	Direct
2016-01-25	Employee Stock Option (Right to Buy)	$21.055	M	40323	Disposed	2020-01-24	Common Stock (40323)	Direct
2016-01-25	Performance-based Restricted Stock Units	$0	A	60750	Acquired		Common Stock (60750)	Direct
2016-01-25	Restricted Stock Units	$0	A	52860	Acquired		Common Stock (52860)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2.908	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 June 3, 2015 that are intended to comply with Rule 10b5-1(c).

F4: This transaction was executed in multiple trades at prices ranging from $29.80 to $30.21. 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 $29.81 to $30.20. 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.

F6: Includes .02 shares acquired via dividend reinvestment in December 2015.

F7: Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.

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, 2014. 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 23, 2015. If the quarterly vesting date falls on a non-business date, the next business date shall apply.

F10: 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.

F11: 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.

F12: Unless earlier forfeited under the terms of the option, 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.

F13: 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.

F14: 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.

F15: 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 25, 2016. If the quarterly vesting date falls on a non-business date, the next business date shall apply.