SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GELSINGER PATRICK P

(Last) (First) (Middle)
C/O INTEL CORPORATION
2200 MISSION COLLEGE BLVD

(Street)
SANTA CLARA CA 95054

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2021
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Restricted Stock Units (1) 02/15/2021 A 421,620 (2) (2) Common Stock 421,620 (1) 421,620 D
Performance-Based Stock Units (PSUs) (3) 02/15/2021 A 368,965 (4) (4) Common Stock 368,965 $0(3) 368,965 D
Performance-Based Stock Units (PSUs) (5) 02/15/2021 A 457,789 (6) (6) Common Stock 457,789 $0(5) 457,789 D
Performance-Based Stock Units (PSUs) (7) 02/15/2021 A 3,275,199 (6) (6) Common Stock 3,275,199 $0(7) 3,275,199 D
Employee Stock Option (Right to Buy) $61.81 02/15/2021 A 2,083,638 (8) 02/15/2031(8) Common Stock 2,083,638 $0 2,083,638 D
Explanation of Responses:
1. Each restricted stock unit (RSU) represents the right to receive, following vesting, one share of Intel Corporation common stock.
2. 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 May 15, 2021. If the quarterly vesting date falls on a non-business date, the next business date shall apply.
3. Each performance-based stock unit (PSU) represents the contingent right to receive, subject to vesting, up to 200% of one share of Intel Corporation (Intel) common stock on March 15, 2024, or the next business date, if applicable.
4. Unless earlier forfeited under the terms of the PSUs, the number of shares of Intel common stock acquired upon vesting of the PSUs is contingent upon the achievement of Intel's total shareholder return (TSR) relative to the TSR of the S&P 500 IT Index over a three-year period commencing with the grant date, as further described in the Offer Letter between Intel and the reporting person dated January 13, 2021 (Offer Letter), Exhibit 10.1 to Intel's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 14, 2021.
5. Each PSU represents the contingent right to receive, subject to vesting, up to 200% of one share of Intel common stock based on the appreciation in Intel's closing stock price over the five-year period following the grant date.
6. 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 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 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 of the Intel Board of Directors (Compensation Committee), during the three- and five-year performance periods following the grant date, as further described in the Offer Letter.
7. Each PSU represents the contingent right to receive, subject to vesting, one share of Intel common stock based on the appreciation in Intel's closing stock price over the five-year period following the grant date.
8. Unless 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.
/s/ Alex Shukhman, attorney-in-fact 02/17/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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