APPLIED MATERIALS INC /DE — Director's Dealing 2011

Mar 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2011-03-08

Reporting Person: POWELL DENNIS D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-08	Common Stock	A	12666	—	Acquired	71430	Direct

Footnotes

F1: Represents automatic annual grant of performance shares (restricted stock units) to non-employee member of the Board of Directors (the "Board") pursuant to the Applied Materials, Inc. Employee Stock Incentive Plan. These performance shares will be converted on a one-for-one basis into shares of Applied Materials, Inc. ("Applied") common stock upon vesting, which vesting is scheduled to occur in four equal annual installments beginning 3/1/2012 (subject to continued service as a director through each vest date).

F2: Number of shares includes: (a) 10,845 performance shares (restricted stock units) that previously vested and which, pursuant to Mr. Powell's election, will be converted to shares of Applied common stock and paid to him on the date of his termination of service from the Applied Board, and (b) 28,051 performance shares (restricted stock units) previously reported that in the future will be converted on a one-for-one basis into Applied common stock upon vesting, which vesting is scheduled to occur as follows: (i) 5,000 shares are scheduled to vest in September 2011, (ii) 12,205 shares are scheduled to vest in installments during each March of 2012 through 2014, and (Continued in Footnote 3)

F3: (iii) 10,846 shares are scheduled to vest in installments during each March of 2012 and 2013 and which, pursuant to Mr. Powell's election, will be converted to shares of Applied common stock and paid to him on the date of his termination of service from the Applied Board (all vesting is subject to continued service as a director through each vest date).