David B Yoffie Form 4 INTEL / DAVID B YOFFIE ownership change

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^*

YOFFIE DAVID B

(Last) (First) (Middle)

C/O HARVARD BUSINESS SCHOOL

MORGAN HALL 225, SOLDIERS FIELD

(Street)

BOSTON MA 02163

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2015

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/24/2015		M		1,067(1)	A	$0	37,104	D
Common Stock	07/26/2015		M		1,434(1)	A	$0	38,538	D
Common Stock	07/26/2015		M		1,588(1)	A	$0	40,126	D
Common Stock	07/26/2015		M		4,754(1)	A	$0	44,880	D
Common Stock								159,114	I	Joint account with spouse

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0(2)	07/24/2015		M			1,067	07/24/2015(3)	(3)	Common Stock	1,067	$0	2,133	D
Restricted Stock Units	$0(2)	07/26/2015		M			1,434	07/26/2013(3)	(3)	Common Stock	1,434	$0	0	D
Restricted Stock Units	$0(2)	07/26/2015		M			1,588	07/26/2014(3)	(3)	Common Stock	1,588	$0	1,588	D
Performance-based Restricted Stock Units	$0(4)	07/26/2015		M			3,023	07/26/2015(5)	(5)	Common Stock	3,023(4)(6)	$0	0	D

Explanation of Responses:

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

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

3. Unless earlier forfeited under the terms of the RSU, 33 1/3% of the awards vest and convert 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.

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 January 24, 2012 and ending on January 24, 2015, 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 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. Due to a limitation in the filing software, the total number of shares of Common Stock received was 4,754, as reported above in Table I. The conversion rate of the Performance-based Restricted Stock was 146.21%. Upon conversion of the RSUs, the Reporting Person received an additional 1,396 shares of Common Stock. Upon conversion of $12,063.87 in dividend equivalents, the Reporting person received an additional 335 shares of Common Stock.

Remarks:

Exhibit List: Exhibit 24 - Confirming Statement

	/s/ Wendy Yemington, attorney-in-fact	07/28/2015
	** Signature of Reporting Person	Date
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