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: Kerschbaum Manfred (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-19	Common Stock	F	45563	$10.13	Disposed	358691	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15147.126	Indirect

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 248,750 performance shares (restricted stock units) 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 will be scheduled to occur as follows: (a) 126,250 shares are scheduled to vest in installments during each December of 2012 through 2014; (b) provided specified performance goals are achieved, 22,500 shares will be scheduled to vest in installments during each December of 2012 through 2013; and (c) provided specified performance goals are achieved, 100,000 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 (all vesting will be subject to continued employment through each vest date).

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