APPLIED MATERIALS INC /DE — Director's Dealing 2010

Aug 28, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2010-02-22

Reporting Person: SPLINTER MICHAEL R (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-22	Common Stock	G	12528	—	Disposed	1110625	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	300000	Indirect
Common Stock	263.733	Indirect

Footnotes

F1: Increased number of shares reflects periodic payroll acquisitions under Employees' Stock Purchase Plan that are exempt under Rule 16a-10 and Rule 16b-3. Number of shares also includes: (a) 152,500 shares of restricted stock previously reported that are scheduled to vest as follows: (i) 37,500 shares are scheduled to vest on 12/19/10; (ii) 35,000 shares are scheduled to vest in two equal annual installments beginning 12/19/10; (iii) provided specified performance goals are achieved, 30,000 shares are scheduled to vest: (1) as to 22,500 shares no earlier than on 12/19/10 and (2) as to 7,500 shares no earlier than on 12/19/11; and (iv) provided specified performance goals are achieved, 50,000 shares are scheduled to vest no earlier than in four equal annual installments beginning 12/19/10 (all vesting is subject to continued employment through each vest date); and (Continued in footnote 2)

F2: (b) 665,000 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:(i) 87,500 performance shares are scheduled to vest on 12/19/10; (ii) 122,500 performance shares are scheduled to vest in two equal annual installments beginning 12/19/10; (iii) provided specified performance goals are achieved, 105,000 performance shares are scheduled to vest: (1) as to 78,750 shares no earlier than on 12/19/10 and (2) as to 26,250 shares no earlier than on 12/19/11; and (iv) provided specified performance goals are achieved, 350,000 performance shares are scheduled to vest no earlier than in four equal annual installments beginning 12/19/10 (all vesting is subject to continued employment through each vest date).

F3: Increased number of shares reflects dividend reinvestment under the 401(k) Plan that is exempt under Rule 16b-3.