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: Humiston Mary E (Senior VP, Global HR)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-05	Common Stock	A	150000	—	Acquired	580521	Direct

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 16b-3. Number of shares includes 380,000 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 will be scheduled to occur as follows: (a) 42,500 shares are scheduled to vest in installments during each July of 2012 and 2013; (b) 75,000 shares are scheduled to vest in installments during each September of 2012 through 2015; (c) 240,000 shares are scheduled to vest in installments during each December of 2011 through 2014; and (d) provided specified performance goals are achieved, 22,500 shares will be scheduled to vest in installments during each December of 2012 through 2013 (all vesting will be subject to continued employment through each vest date).