SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HOLT WILLIAM M

(Last)

(First)

(Middle)

C/O INTEL CORPORATION

2200 MISSION COLLEGE BLVD.

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec VP GM, Tech & Mfg Grp

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2015

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/24/2015		M		74,640⁽¹⁾	A	$0	88,410	D
Common Stock	01/24/2015		F		38,030⁽²⁾	D	$35.935	50,380	D
Common Stock	01/24/2015		M		3,191⁽¹⁾	A	$0	53,571	D
Common Stock	01/24/2015		F		1,626⁽²⁾	D	$35.935	51,945	D
Common Stock	01/24/2015		M		4,452⁽¹⁾	A	$0	56,397	D
Common Stock	01/24/2015		F		2,269⁽²⁾	D	$35.935	54,128	D
Common Stock	01/26/2015		M		39,595	A	$21.085	93,723	D
Common Stock	01/26/2015		M		7,820	A	$26.795	101,543	D
Common Stock	01/26/2015		M		67,205	A	$21.055	168,748	D
Common Stock	01/26/2015		S		114,620⁽³⁾	D	$35.7737⁽⁴⁾	54,128	D
Common Stock	01/27/2015		S		40,358⁽³⁾	D	$34.1808⁽⁵⁾	13,770	D
Common Stock								2.824	I	By Employee Benefit Plan Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0⁽⁶⁾	01/24/2015		M			74,640	01/24/2014⁽⁷⁾	⁽⁷⁾	Common Stock	74,640	$0	74,640	D
Restricted Stock Units	$0⁽⁶⁾	01/24/2015		M			3,191	04/24/2012⁽⁸⁾	⁽⁸⁾	Common Stock	3,191	$0	0	D
Restricted Stock Units	$0⁽⁶⁾	01/24/2015		M			4,452	04/24/2013⁽⁹⁾	⁽⁹⁾	Common Stock	4,452	$0	17,811	D
Employee Stock Option (Right to Buy)	$21.085	01/26/2015		M			39,595	01/24/2012⁽¹⁰⁾	01/24/2018	Common Stock	39,595	$0	0	D
Employee Stock Option (Right to Buy)	$26.795	01/26/2015		M			7,820	01/24/2013⁽¹⁰⁾	01/24/2019	Common Stock	7,820	$0	100,260	D
Employee Stock Option (Right to Buy)	$21.055	01/26/2015		M			67,205	01/24/2014⁽¹⁰⁾	01/24/2020	Common Stock	67,205	$0	134,410	D

Explanation of Responses:

1. Shares acquired on the vesting of restricted stock units.

2. Shares withheld for payment of tax liability.

3. Transactions reported on this Form 4 were made pursuant to trading instructions adopted by the undersigned on April 25, 2013 that are intended to comply with Rule 10b5-1(c).

4. This transaction was executed in multiple trades at prices ranging from $35.575 to $36.20. 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.

5. This transaction was executed in multiple trades at prices ranging from $33.57 to $34.68. 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.

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, 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.

8. 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, 2012. 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, 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.

10. 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.

	/s/ Wendy Yemington, attorney-in-fact	01/28/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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