APPLIED MATERIALS INC /DE — Director's Dealing 2009

Mar 12, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2009-03-09

Reporting Person: Pinto Mark (Chief Technology Officer & SVP)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-03-09	Employee Stock Option (right to buy)	$8.58	A	600000	Acquired	2014-03-09	Common Stock (600000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	384925	Direct

Footnotes

F1: Amount reported solely to reflect increased number of shares from periodic payroll acquisitions under Employees' Stock Purchase Plan that are exempt under Rule 16a-10 and Rule 16b-3. Number of shares includes 283,750 performance shares (or 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:

F2: (a) 6,250 performance shares are scheduled to vest on 8/31/09; (b) 112,500 performance shares are scheduled to vest in two equal annual installments beginning 12/19/09; (c) 105,000 performance shares are scheduled to vest in three equal annual installments beginning 12/19/09; and (d) provided specified performance goals are achieved, 60,000 performance shares are scheduled to vest (i) as to 30,000 shares no earlier than 12/19/09 and (ii) as to 30,000 shares no earlier than in two equal annual installments beginning 12/19/10 (all vesting is subject to continued employment).

F3: Shares become exercisable in three equal annual installments beginning on April 1, 2010 (assuming continued employment).