INTEL CORP — Director's Dealing 2020

Mar 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2020-03-02

Reporting Person: Shenoy Navin (EVP, GM - Data Platforms Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-02	Common Stock	M	62102	—	Acquired	115908	Direct
2020-03-02	Common Stock	F	30791	$56.37	Disposed	85117	Direct
2020-03-02	Common Stock	M	21013	—	Acquired	106130	Direct
2020-03-02	Common Stock	F	10419	$56.37	Disposed	95711	Direct
2020-03-03	Common Stock	S	9723	$57.362	Disposed	85988	Direct
2020-03-03	Common Stock	S	209	$58.08	Disposed	85779	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-02	Performance-based Restricted Stock Units	$	M	92069	Disposed		Common Stock (92069)	Direct
2020-03-02	Performance-based Restricted Stock Units	$	M	31153	Disposed		Common Stock (31153)	Direct

Footnotes

F1: Each performance-based Restricted Stock Unit (RSU) represents the right to receive, following vesting, up to 200% of one share of Intel common stock. The 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 February 1, 2017 and ending on the third anniversary of February 1, 2017, 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.

F2: Includes 491 shares acquired under the Company's Stock Purchase Plan on February 19, 2020.

F3: This transaction was made pursuant to trading instructions adopted by the reporting person on November 5, 2019 that are intended to comply with Rule 10b5-1(c).

F4: This transaction was executed in multiple trades at prices ranging from $57.05 to $57.90. 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: 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 February 1, 2017, unless that date falls on a non-business date, in which case the next business date shall apply.

F6: The total number of shares of Common Stock received upon achievement of the pre-established performance metrics was 62,102 (or 67.452% of the target number of performance-based RSUs granted), as reported in Table I.

F7: The total number of shares of Common Stock received upon achievement of the pre-established performance metrics was 21,013 (or 67.452% of the target number of performance-based RSUs granted), as reported in Table I.