INTEL CORP — Director's Dealing 2019

Feb 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2019-02-01

Reporting Person: SWAN ROBERT HOLMES (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-01	Common Stock	M	2934	—	Acquired	141961	Direct
2019-02-01	Common Stock	F	1015	$48.03	Disposed	140946	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-01	Restricted Stock Units	$	M	2934	Disposed		Common Stock (2934)	Direct
2019-02-01	Employee Stock Option (Right to Buy)	$48.73	A	1800000	Acquired	2029-02-01	Common Stock (1800000)	Direct
2019-02-01	Performance-Based Stock Units	$	A	272441	Acquired		Common Stock (272441)	Direct
2019-02-01	Performance-Based Stock Units	$	A	450000	Acquired		Common Stock (450000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3364	Indirect

Footnotes

F1: Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.

F2: 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 May 1, 2017. If the quarterly vesting date falls on a non-business date, the next business date shall apply.

F3: Unless earlier forfeited under the terms of the option, the option vests in equal annual installments on the first four anniversaries of the grant date. The option shall become exercisable only if, during the five-year performance period following the grant date, a certain pre-established performance metric, approved by the Compensation Committee, is achieved, as further described in the Offer Letter.

F4: Each performance-based stock unit (PSU) represents the contingent right to receive, subject to vesting, up to 125% of one share of Intel Corporation (Intel) common stock. Unless earlier forfeited under the terms of the PSUs, half of these PSUs vests on each of January 30, 2021 and January 30, 2022, or the next business date if applicable. The number of shares of Intel common stock acquired upon vesting of the PSUs is contingent upon the achievement of performance metrics, approved by the Compensation Committee (Compensation Committee) of the Intel Board of Directors, over the two- or three-fiscal year performance periods, as applicable, preceding the PSUs' vesting dates, as further described in the Offer Letter between Intel and the reporting person dated January 30, 2019 (Offer Letter), Exhibit 10.1 to Intel's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2019.

F5: Each PSU represents the right to receive, following vesting, up to 200% of one share of Intel common stock. Unless earlier forfeited under the terms of the PSUs, on the third anniversary of the grant date (or the next business date if applicable), these PSU may vest in respect of up to half of the shares of Intel common stock subject to the PSUs, and on the fifth anniversary of the grant date (or the next business date if applicable), these PSUs may vest in respect of all of the shares of Intel common stock subject to the PSUs not previously vested. The number of shares of Intel common stock acquired upon any vesting of the PSUs is contingent upon the achievement of certain pre-established performance metrics, approved by the Compensation Committee, during the three- and five-year performance periods following the grant date, as further described in the Offer Letter.