INTEL CORP — Director's Dealing 2017

Feb 27, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2017-02-23

Reporting Person: Bryant Diane M (EVP, GM Data Center Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-23	Common Stock	M	116732	—	Acquired	224017	Direct
2017-02-23	Common Stock	F	60911	$36.10	Disposed	163106	Direct
2017-02-24	Common Stock	S	55821	$36.3424	Disposed	107285	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-23	Performance-based Restricted Stock Units	$0	M	53760	Disposed		Common Stock (53760)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	99.538	Indirect

Footnotes

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

F2: Includes 719 shares acquired under the Company's Stock Purchase Plan on February 17, 2017.

F3: Shares withheld for payment of tax liability.

F4: Transactions reported on this Form 4 were made pursuant to trading instructions adopted by the reporting person on November 1, 2016 that are intended to comply with Rule 10b5-1(c).

F5: This transaction was executed in multiple trades at prices ranging from $35.99 to $36.46. 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 Performance-based Restricted Stock Unit (RSU) represents the right to receive, following vesting, no less than 0% 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.

F7: Unless earlier forfeited under the terms of the Performance-based RSU, each Performance-based RSU vests and converts into no less than 0% and no more than 200% of one share of Intel common stock three years and one month after the grant date (together with the dividend equivalent shares thereon), unless that date falls on a non-business date, in which case the next business date shall apply.

F8: Due to a limitation in the filing software, the total number of shares of Common Stock received was 116,732 as reported above in Table I. The conversion rate of the Performance-based Restricted Stock was 200%. Upon conversion of the RSUs, the Reporting Person received 107,520 shares of Common Stock. Upon conversion of $339,763 in dividend equivalents, the Reporting Person received an additional 9,212 shares of Common Stock.