SEC Form 4 · accession 0001127602-19-008772
INTEL CORP · INTC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Navin Shenoy
Officer — EVP, GM - Data Center Group
Period of report
Feb 25, 2019
Accepted (ET)
Feb 27, 2019 · 6:06 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 25, 2019 | M | 28,256 | — | A | 78,683 | D | |
| Common Stock | Feb 25, 2019 | F | 13,763 | $53.235 | D | 64,920 | D | |
| Common StockF3,F4 | Feb 26, 2019 | S | 14,493 | $53.025 | D | 50,427 | D |
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 UnitsF1,F5,F6 | — | Feb 25, 2019 | M | 34,607 | D | Feb 25, 2019 | — | Common Stock | 34,607 | 0 | D |
Explanation of responses
- F1Each Performance-based Restricted Stock Unit (RSU) represents the right to receive, following vesting, no less than 0% 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.
- F2Includes 518 shares acquired under the Company's Employee Stock Purchase Plan on February 19, 2019.
- F3This transaction was made pursuant to trading instructions adopted by the reporting person on October 29, 2018 that are intended to comply with Rule 10b5-1(c).
- F4This transaction was executed in multiple trades at prices ranging from $52.92 to $53.23. 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.
- F5Unless earlier forfeited under the terms of the Performance-based RSU, each Performance-based RSU vests and converts into no less than 0% and no more than 200% of one share of Intel common stock three years and one month after the grant date (together with the dividend equivalent shares thereon), unless that date falls on a non-business date, in which case the next business date shall apply.
- F6Due to a limitation in the filing software, the total number of shares of Common Stock received was 28,256 as reported above in Table I. The conversion rate of the Performance-based Restricted Stock was 75.746%. Upon conversion of the RSUs, the Reporting Person received 26,213 shares of Common Stock. Upon conversion of $95,218.72 in dividend equivalents, the Reporting Person received an additional 2,043 shares of Common Stock.