SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Krzanich Brian M

(Last)

(First)

(Middle)

2200 MISSION COLLEGE BLVD.

M/S RN4-151

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/20/2012

3. Issuer Name and Ticker or Trading Symbol
INTEL CORP [ INTC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP/GM Manuf & Supply, COO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	30,999	D
Common Stock	1,691	I	Joint Account with Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	04/21/2011	04/21/2016	Common Stock	41,250	$19.51	D
Employee Stock Option (Right to Buy)	04/21/2007⁽¹⁾	04/21/2013	Common Stock	27,500	$19.51	D
Employee Stock Option (Right to Buy)	01/18/2012	01/18/2017	Common Stock	41,250	$20.7	D
Employee Stock Option (Right to Buy)	01/17/2013	01/17/2018	Common Stock	41,250	$19.63	D
Employee Stock Option (Right to Buy)	01/23/2014	01/23/2019	Common Stock	41,250	$12.985	D
Employee Stock Option (Right to Buy)	04/16/2010⁽¹⁾	04/16/2016	Common Stock	83,280	$15.665	D
Employee Stock Option (Right to Buy)	10/30/2010⁽¹⁾	10/30/2016	Common Stock	259,907	$19.0418	D
Employee Stock Option (Right to Buy)	01/22/2015	01/22/2020	Common Stock	65,000	$20.3	D
Employee Stock Option (Right to Buy)	01/22/2011⁽¹⁾	01/22/2017	Common Stock	90,310	$20.3	D
Employee Stock Option (Right to Buy)	01/24/2012⁽¹⁾	01/24/2018	Common Stock	158,380	$21.085	D
Performance-based Restricted Stock Units	02/22/2013⁽³⁾	⁽³⁾	Common Stock	80,590	$0⁽²⁾	D
Performance-based Restricted Stock Units	02/24/2014⁽⁵⁾	⁽⁵⁾	Common Stock	61,130	$0⁽⁴⁾	D
Performance-based Restricted Stock Units	05/16/2012⁽³⁾	⁽³⁾	Common Stock	70,690	$0⁽²⁾	D
Restricted Stock Units	01/17/2013⁽⁷⁾	⁽⁷⁾	Common Stock	3,750	$0⁽⁶⁾	D
Restricted Stock Units	01/22/2015⁽⁷⁾	⁽⁷⁾	Common Stock	9,250	$0⁽⁶⁾	D
Restricted Stock Units	01/23/2014⁽⁷⁾	⁽⁷⁾	Common Stock	3,750	$0⁽⁶⁾	D
Restricted Stock Units	04/24/2011⁽⁸⁾	⁽⁸⁾	Common Stock	33,293	$0⁽⁶⁾	D
Restricted Stock Units	04/17/2009⁽⁹⁾	⁽⁹⁾	Common Stock	5,750	$0⁽⁶⁾	D

Explanation of Responses:

1. 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.

2. Each Performance-based Restricted Stock Unit (RSU) represents the right to receive, following vesting, no less than 33% 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.

3. Unless earlier forfeited under the terms of the Performance-based RSU, each Performance-based RSU vests and converts into no less than 33% and 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.

4. Each Performance-based Restricted Stock Unit (RSU) represents the right to receive, following vesting, no less than 50% 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.

5. Unless earlier forfeited under the terms of the Performance-based RSU, each Performance-based RSU vests and converts into no less than 50% and 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.

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

7. Unless earlier forfeited under the terms of the RSU, 100% of the award vests and converts into common stock on the 5th anniversary of the grant date, unless that date falls on a non-business date, in which case the next business date shall apply.

8. Unless earlier forfeited under the terms of the RSU, 1/12th of the award vests and converts into common stock in twelve substantially equal quarterly tranches, beginning on April 24, 2011. If the quarterly vesting date falls on a non-business date, the next business date shall apply.

9. Unless earlier forfeited under the terms of the RSU, 25% of the award vests and converts into common stock on each anniversary of the grant date, unless that date falls on a non-business date, in which case the next business date shall apply.

	/s/ Brian M. Krzanich	01/20/2012
	** Signature of Reporting Person	Date
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