APPLIED MATERIALS INC /DE — Director's Dealing 2011

Dec 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2011-12-19

Reporting Person: FLANAGAN JOSEPH GERARD (SVP,Worldwide Ops & Sply Chain)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-19	Common Stock	F	15947	$10.13	Disposed	518328	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 262,500 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) 131,250 shares are scheduled to vest in installments during each March of 2012 through 2014; (b) 131,250 shares are scheduled to vest in installments during each December of 2012 through 2014; and (c) provided specified performance goals are achieved, 200,000 shares will be scheduled to vest in installments during each December of 2012 through 2015, which number of shares is the target award level, and the actual number of shares that may vest ranges from 0% to 150% of the target amount, depending on achievement of specified performance goals (subject to continued employment through each vest date).