Sec Form 4 Filing - SWAN ROBERT HOLMES @ INTEL CORP - 2019-01-29

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SWAN ROBERT HOLMES 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 X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 2200 MISSION COLLEGE BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 01/29/2019 (Street) SANTA CLARA, CA95054 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/30/2019 M 2,946 A 140,048 D Common Stock 01/30/2019 F 1,021 D $ 47.07 139,027 D Common Stock 3,364 I By Family 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Phantom Stock Units ( 2 ) 01/29/2019 01/30/2019 A 615.074 ( 3 ) ( 3 ) Common Stock 615.074 $ 46.54 9,685.9 D Restricted Stock Units ( 1 ) 01/30/2019 M 2,946 04/30/2018( 4 ) ( 4 ) Common Stock 2,946 ( 1 ) 23,573 D Performance-Based Stock Units ( 5 ) 01/30/2019 A 259,957 01/31/2022( 6 ) ( 6 ) Common Stock 259,957 ( 5 ) 259,957 D Performance-Based Stock Units ( 5 ) 01/30/2019 A 12,579 01/31/2022( 6 ) ( 6 ) Common Stock 12,579 ( 5 ) 12,579 D Restricted Stock Units ( 1 ) 01/30/2019 A 64,990 04/30/2019( 7 ) ( 7 ) Common Stock 64,990 ( 1 ) 64,990 D Restricted Stock Units ( 1 ) 01/30/2019 A 12,579 04/30/2019( 7 ) ( 7 ) Common Stock 12,579 ( 1 ) 12,579 D Phantom Stock Units ( 2 ) 01/31/2019 A 79.447 ( 3 ) ( 3 ) Common Stock 79.447 $ 47.12 9,765.347 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SWAN ROBERT HOLMES 2200 MISSION COLLEGE BLVD. SANTA CLARA, CA95054 X CEO Signatures /s/ Brian Petirs, attorney-in-fact 02/01/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock. ( 2 )Each phantom stock unit represents the right to receive the cash value of one share of Intel common stock. ( 3 )Phantom stock units are acquired under the Intel Sheltered Employee Retirement Plan Plus and are payable in cash following termination of the reporting person's employment. The reporting person may transfer the phantom stock units into an alternative investment account under the plan. ( 4 )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, 2018. If the quarterly vesting date falls on a non-business date, the next business date shall apply. ( 5 )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. ( 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, 2022, 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, 2019. If the quarterly vesting date falls on a non-business date, the next business date shall apply.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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