APPLIED MATERIALS INC /DE — Director's Dealing 2011

Jul 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2011-07-01

Reporting Person: Humiston Mary E (Group VP, Global HR)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-01	Common Stock	F	10090	$13.29	Disposed	355307	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: 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 305,000 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 will be scheduled to vest in installments during each July of 2012 and 2013; and (b) 37,500 shares will be scheduled to vest in installments during each December of 2011 through 2013; and (c) provided specified performance goals are achieved, 225,000 shares will be scheduled to vest in installments during each December of 2011 through 2014 (all vesting will be subject to continued employment through each vest date).