SEC Form 4 · accession 0001127602-15-008578
INTEL CORP · INTC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William M Holt
Officer — Exec VP GM, Tech & Mfg Grp
Period of report
Feb 24, 2015
Accepted (ET)
Feb 26, 2015 · 4:05 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000050863
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 24, 2015 | M | 68,071 | $0.00 | A | 82,575 | D | |
| Common StockF3 | Feb 24, 2015 | F | 34,684 | $34.00 | D | 47,891 | D | |
| Common StockF4,F5 | Feb 25, 2015 | S | 33,387 | $34.0329 | D | 14,504 | D | |
| Common Stock | holding | — | — | — | 3 | I | By Employee Benefit Plan Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-based Restricted Stock UnitsF6,F7,F8 | $0.00 | Feb 24, 2015 | M | 43,070 | D | Feb 24, 2015 | — | Common Stock | 43,070 | 0 | D |
Explanation of responses
- F1Shares acquired on the vesting of restricted stock units.
- F2Includes 734 shares acquired under the Company's Stock Purchase Plan on February 19, 2015.
- F3Shares withheld for payment of tax liability.
- F4Transactions 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).
- F5This transaction was executed in multiple trades at prices ranging from $33.74 to $34.14. 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.
- F6Each 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.
- F7Unless 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.
- F8Due to a limitation in the filing software, the total number of shares of Common Stock received was 68,071 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 62,972 shares of Common Stock. Upon conversion of $183,249 in dividend equivalents, the Reporting person received an additional 5,099 shares of Common Stock.