APPLIED MATERIALS INC /DE — Director's Dealing 2011

Dec 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2011-12-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-05	Common Stock	A	233000	—	Acquired	1659954	Direct
2011-12-05	Common Stock	A	233000	$.01	Acquired	1892954	Direct
2011-12-05	Common Stock	A	109000	—	Acquired	2001954	Direct
2011-12-05	Common Stock	D	45563	—	Disposed	1956391	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	271.676	Indirect
Common Stock	300000	Indirect

Footnotes

F1: Represents performance shares (restricted stock units) that will be converted on a one-for-one basis into shares of Applied Materials, Inc. common stock upon vesting. These performance shares will vest only after the achievement of specified performance goals. Provided such goals are achieved, vesting is scheduled to occur no earlier than in four equal annual installments beginning December 19, 2012 (subject to continued employment through each vest date). The number of shares shown is the target award level. The actual number of shares that may vest ranges from 0% to 150% of the target amount, depending on achievement of specified performance goals.

F2: 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: (a) 811,563 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: (i) 172,813 shares are scheduled to vest in installments during each December of 2011 through 2013; and (ii) provided specified performance goals are achieved, 638,750 shares will be scheduled to vest in installments during each December of 2011 through 2014; and (b) 186,875 shares of restricted stock previously reported that are scheduled to vest as follows: (i) 34,375 shares are scheduled to vest in installments during each December of 2011 through 2013; and (ii) provided specified performance goals are achieved, 152,500 shares will be scheduled to vest in installments during each December of 2011 through 2014 (all vesting is subject to continued employment through each vest date).

F3: Represents shares of restricted stock that will vest only after the achievement of specified performance goals. Provided such goals are achieved, vesting is scheduled to occur no earlier than in four equal annual installments beginning December 19, 2012 (subject to continued employment through each vest date). The number of shares shown is the target award level. The actual number of shares that may vest ranges from 0% to 150% of the target amount, depending on achievement of specified performance goals.

F4: Number of shares includes: (a) 1,044,563 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 is scheduled to occur as follows: (i) 172,813 shares are scheduled to vest in installments during each December of 2011 through 2013; (ii) provided specified performance goals are achieved, 638,750 shares will be scheduled to vest in installments during each December of 2011 through 2014; and (iii) provided specified performance goals are achieved, 233,000 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; and (b) 186,875 shares of restricted stock previously reported that are scheduled to vest as follows: (i) 34,375 shares are scheduled to vest in installments during each December of 2011 through 2013; and (ii) provided specified performance goals are achieved, 152,500 shares will be scheduled to vest in installments during each December of 2011 through 2014 (all vesting is subject to continued employment through each vest date).

F5: Represents performance units that will be converted on a one-for-one basis into shares of Applied Materials, Inc. common stock upon vesting. These performance units will vest only after the achievement of specified performance goals. Provided such goals are achieved, vesting is scheduled to occur no earlier than in four equal annual installments beginning December 19, 2012 (subject to continued employment through each vest date). The number of units shown is the target award level. The actual number of units that may vest ranges from 0% to 150% of the target amount, depending on achievement of specified performance goals.

F6: Number of shares includes: (a) 1,044,563 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 is scheduled to occur as follows: (i) 172,813 shares are scheduled to vest in installments during each December of 2011 through 2013; (ii) provided specified performance goals are achieved, 638,750 shares will be scheduled to vest in installments during each December of 2011 through 2014; and (iii) provided specified performance goals are achieved, 233,000 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; and (b) 419,875 shares of restricted stock that are scheduled to vest as follows: (i) 34,375 shares are scheduled to vest in installments during each December of 2011 through 2013; (ii) provided specified performance goals are achieved, 152,500 shares will be scheduled to vest in installments during each December of 2011 through 2014; (iii) provided specified performance goals are achieved, 233,000 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 is subject to continued employment through each vest date).

F7: Represents 35,437 previously reported performance shares (restricted stock units) and 10,125 previously reported shares of restricted stock that have been forfeited as specified performance goals were not fully achieved.

F8: Number of shares includes: (a) 1,009,126 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 is scheduled to occur as follows: (i) 713,126 shares are scheduled to vest in installments during each December of 2011 through 2014; (ii) provided specified performance goals are achieved, 63,000 shares will be scheduled to vest in installments during each December of 2011 through 2013; and (iii) provided specified performance goals are achieved, 233,000 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; (b) 409,750 shares of restricted stock that are scheduled to vest as follows: (i) 167,750 shares are scheduled to vest in installments during each December of 2011 through 2014; (ii) provided specified performance goals are achieved, 9,000 shares will be scheduled to vest in installments during each December of 2011 through 2013; (iii) provided specified performance goals are achieved, 233,000 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; and (c) provided specified performance goals are achieved, 109,000 performance units will be scheduled to vest in installments during each December of 2012 through 2015, which number of units is the target award level, and the actual number of units that may vest ranges from 0% to 150% of the target amount depending on achievement of specified performance goals (all vesting is subject to continued employment through each vest date).

F9: Increased number of shares reflects dividend reinvestment under the 401(k) Plan that are exempt under Rule 16b-3.