APPLIED MATERIALS INC /DE — Director's Dealing 2009

Dec 23, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2009-12-19

Reporting Person: Kerschbaum Manfred (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-19	Common Stock	F	30236	$13.62	Disposed	185389	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13667.921	Indirect

Footnotes

F1: Represents shares that were automatically withheld upon vesting of performance shares (restricted stock units) to cover tax withholding obligations in a transaction exempt under Rule 16b-3.

F2: Number of shares includes 137,500 performance shares (restricted stock units) previously reported that in the future will be converted on a one-for-one basis into shares of Applied Materials, Inc. common stock upon vesting, which vesting is scheduled to occur as follows: (a) 56,250 performance shares are scheduled to vest on 12/19/10; (b) 43,750 performance shares are scheduled to vest in two equal annual installments beginning 12/19/10; and (c) provided specified performance goals are achieved, 37,500 performance shares are scheduled to vest (i) as to 28,125 shares no earlier than 12/19/10 and (ii) as to 9,375 shares no earlier than 12/19/11 (all vesting is subject to continued employment through each vesting date).

F3: Increased number of shares reflects dividend reinvestment and periodic allocation of accrued interest (which interest was automatically converted into shares) to all participants under the 401(k) Plan that are exempt under Rule 16b-3.