Intel (INTC) Form 3 INTEL / Michelle Johnston Holthaus ownership change

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^*

Holthaus Michelle Johnston

(Last) (First) (Middle)

C/O INTEL CORPORATION

2200 MISSION COLLEGE BLVD.

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/13/2022

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)
EVP & GM, CCG

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	99,890	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	(1)	03/13/2029	Common Stock	225,000	54.11	D
Performance-Based Stock Units (PSUs)	(2)	(2)	Common Stock	56,250	(2)	D
Performance-Based Stock Units (PSUs)	(3)	(3)	Common Stock	90,737	(4)	D
Performance-Based Stock Units (PSUs)	(5)	(5)	Common Stock	108,684	(4)	D
Performance-Based Stock Units (PSUs)	(6)	(6)	Common Stock	97,421	(4)	D
Restricted Stock Units	04/30/2020	(7)	Common Stock	7,562	(8)	D
Restricted Stock Units	04/30/2021	(9)	Common Stock	18,114	(8)	D
Restricted Stock Units	04/30/2022	(10)	Common Stock	97,421	(8)	D
Restricted Stock Units	01/30/2020	(11)	Common Stock	4,793	(8)	D
Restricted Stock Units	11/30/2022	(12)	Common Stock	231,488	(8)	D

Explanation of Responses:

1. Unless earlier forfeited under the terms of the option, 25% of the option vests on the one-year anniversary of the grant date, 25% on February 1, 2021, 25% on February 1, 2022, and 25% on February 1, 2023. The option shall become exercisable only if, during the five-year performance period following February 1, 2019, a certain pre-established performance metric, approved by the Compensation Committee, is achieved.

2. 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 February 1, 2019, (or the next business date if applicable), these PSUs 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 February 1, 2019, (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 February 1, 2019.

3. Unless earlier forfeited under the terms of the PSU, each PSU vests and converts into no more than 200% of one share of Intel common stock on January 31, 2023, unless that date falls on a non-business date, in which case the next business date shall apply.

4. Each performance-based stock unit (PSU) 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 PSUs 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 with the first day of the fiscal year of the grant date and ending on the last day of the fiscal year of the second anniversary of the grant date.

5. Unless earlier forfeited under the terms of the PSU, each PSU vests and converts into no more than 200% of one share of Intel common stock on January 31, 2024, unless that date falls on a non-business date, in which case the next business date shall apply.

6. Unless earlier forfeited under the terms of the PSU, each PSU vests and converts into no more than 200% of one share of Intel common stock on January 31, 2025, unless that date falls on a non-business date, in which case the next business date shall apply.

7. 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 30, 2020. If the quarterly vesting date falls on a non-business date, the next business date shall apply.

8. Each restricted stock unit (RSU) represents the right to receive, following vesting, one share of Intel common stock.

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 30, 2021. If the quarterly vesting date falls on a non-business date, the next business date shall apply.

10. 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 30, 2022. If the quarterly vesting date falls on a non-business date, the next business date shall apply.

11. 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 January 30, 2020. If the quarterly vesting date falls on a non-business date, the next business date shall apply.

12. 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.

	/s/ Alex Shukhman, attorney-in-fact	04/22/2022
	** Signature of Reporting Person	Date
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