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: Pinto Mark (Chief Technology Officer & EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-19	Common Stock	F	35859	$13.62	Disposed	347695	Direct

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 186,250 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) 70,000 performance shares are scheduled to vest in two equal annual installments beginning 12/19/10; and (c) provided specified performance goals are achieved, 60,000 performance shares are scheduled to vest (i) as to 45,000 shares no earlier than on 12/19/10 and (ii) as to 15,000 shares no earlier than on 12/19/11 (all vesting is subject to continued employment through each vesting date).