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: Krzanich Brian M (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-23	Common Stock	M	8641	—	Acquired	297056	Direct
2016-01-23	Common Stock	F	3257	$29.8925	Disposed	293799	Direct
2016-01-23	Common Stock	M	9082	—	Acquired	302881	Direct
2016-01-23	Common Stock	F	3414	$29.8925	Disposed	299467	Direct
2016-01-24	Common Stock	M	149280	—	Acquired	448747	Direct
2016-01-24	Common Stock	F	75841	$29.8925	Disposed	372906	Direct
2016-01-24	Common Stock	M	5344	—	Acquired	378250	Direct
2016-01-24	Common Stock	F	2789	$29.8925	Disposed	375461	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-23	Restricted Stock Units	$0	M	8641	Disposed		Common Stock (8641)	Direct
2016-01-23	Restricted Stock Units	$0	M	9082	Disposed		Common Stock (9082)	Direct
2016-01-24	Restricted Stock Units	$0	M	149280	Disposed		Common Stock (149280)	Direct
2016-01-24	Restricted Stock Units	$0	M	5344	Disposed		Common Stock (5344)	Direct
2016-01-25	Performance-based Restricted Stock Units	$0	A	184570	Acquired		Common Stock (184570)	Direct
2016-01-25	Restricted Stock Units	$0	A	160580	Acquired		Common Stock (160580)	Direct

Footnotes

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

F2: Shares withheld for payment of tax liability.

F3: Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.

F4: 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.

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

F6: 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.

F7: 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.

F8: 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.

F9: 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.

F10: 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.