SEC Form 4 · accession 0001127602-19-004076

INTEL CORP · INTC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Robert Holmes Swan

Officer — CEO · Director

Period of report

Feb 1, 2019

Accepted (ET)

Feb 5, 2019 · 4:26 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 Stock^F1	Feb 1, 2019	M	2,934	—	A	141,961	D
Common Stock	Feb 1, 2019	F	1,015	$48.03	D	140,946	D
Common Stock	holding	—	—		—	3,364	I	By Family Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F1,F2	—	Feb 1, 2019	M	2,934	D	May 1, 2017	—	Common Stock	2,934	11,737	D
Employee Stock Option (Right to Buy)^F3	$48.73	Feb 1, 2019	A	1,800,000	A	—	Feb 1, 2029	Common Stock	1,800,000	1,800,000	D
Performance-Based Stock Units^F4	—	Feb 1, 2019	A	272,441	A	—	—	Common Stock	272,441	272,441	D
Performance-Based Stock Units^F5	—	Feb 1, 2019	A	450,000	A	—	—	Common Stock	450,000	450,000	D

Explanation of responses

F1Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.
F2Unless 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 May 1, 2017. If the quarterly vesting date falls on a non-business date, the next business date shall apply.
F3Unless earlier forfeited under the terms of the option, the option vests in equal annual installments on the first four anniversaries of the grant date. The option shall become exercisable only if, during the five-year performance period following the grant date, a certain pre-established performance metric, approved by the Compensation Committee, is achieved, as further described in the Offer Letter.
F4Each performance-based stock unit (PSU) represents the contingent right to receive, subject to vesting, up to 125% of one share of Intel Corporation (Intel) common stock. Unless earlier forfeited under the terms of the PSUs, half of these PSUs vests on each of January 30, 2021 and January 30, 2022, or the next business date if applicable. The number of shares of Intel common stock acquired upon vesting of the PSUs is contingent upon the achievement of performance metrics, approved by the Compensation Committee (Compensation Committee) of the Intel Board of Directors, over the two- or three-fiscal year performance periods, as applicable, preceding the PSUs' vesting dates, as further described in the Offer Letter between Intel and the reporting person dated January 30, 2019 (Offer Letter), Exhibit 10.1 to Intel's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2019.
F5Each 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 the grant date (or the next business date if applicable), these PSU 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 the grant date (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 the grant date, as further described in the Offer Letter.