APPLIED MATERIALS INC /DE — Director's Dealing 2009

Dec 25, 2009

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: SEMITOOL INC (SMTL)
CIK: 0000934550
Period of Report: 2009-12-18

Reporting Person: APPLIED MATERIALS INC /DE (10% Owner)
Reporting Person: Jupiter Acquisition Sub, Inc. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON STOCK	32947706	Indirect

Footnotes

F1: In accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 16, 2009, by and among Applied Materials, Inc., a Delaware corporation ("Applied"), Jupiter Acquisition Sub, Inc., a Montana corporation and a wholly-owned subsidiary of Applied ("Acquisition Sub"), and Semitool, Inc., a Montana corporation ("Semitool"), on November 19, 2009, Acquisition Sub commenced a cash tender offer (the "Offer") to purchase all outstanding shares of common stock, no par value per share, of Semitool (the "Shares") at a price of $11.00 per Share, without interest thereon and less any required withholding tax, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 19, 2009, and in the related Letter of Transmittal, included as exhibits to the Tender Offer Statement on Schedule TO filed by Applied and Acquisition Sub on such date with the Securities and Exchange Commission.

F2: The Offer expired at 12:00 midnight, Eastern Standard Time, on December 17, 2009. An aggregate of 31,383,084 Shares were validly tendered and not properly withdrawn immediately prior to the expiration of the Offer, representing approximately 95% of the Shares outstanding as of December 17, 2009. On December 18, 2009, Acquisition Sub accepted for payment all validly tendered and not properly withdrawn Shares.

F3: Following Acquisition Sub's acceptance for payment of all validly tendered and not properly withdrawn Shares, on December 21, 2009, pursuant to the terms of the Merger Agreement, Semitool merged with and into Acquisition Sub (the "Merger") and each Share of Semitool (other than shares owned by Applied or Semitool or by shareholders of Semitool who property assert dissenters' rights under Montana law) was automatically converted into the right to receive $11.00 in cash, without interest thereon and less any required withholding tax. As a result of the Merger, Applied and Jupiter Acquisition Sub acquired beneficial ownership of 32,947,706 Shares, representing 100% of the Shares.