APPLIED MATERIALS INC /DE — Director's Dealing 2010

Apr 6, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2010-04-01

Reporting Person: KIFER RON (Group VP & CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-01	Common Stock	M	150000	$8.58	Acquired	327499	Direct
2010-04-01	Common Stock	S	150000	$13.471	Disposed	177499	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-01	Employee Stock Option (right to buy)	$8.58	M	150000	Disposed	2014-03-09	Common Stock (150000)	Direct

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 includes 176,875 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) 22,500 shares are scheduled to vest on 8/31/10; (b) 4,375 shares are scheduled to vest on 5/1/10; (c) 25,000 shares are scheduled to vest in two equal annual installments beginning 8/31/10; and (d) provided specified performance goals are achieved, 125,000 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).

F2: 150,000 shares became exercisable on 4/1/10 and 300,000 shares are scheduled to become exercisable in two equal annual installments beginning 4/1/11, subject to continued employment through each vest date.