APPLIED MATERIALS INC /DE — Director's Dealing 2011

Mar 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2011-03-02

Reporting Person: Nalamasu Omkaram (Corporate VP, CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-02	Common Stock	M	12000	$8.58	Acquired	124773	Direct
2011-03-02	Common Stock	S	12000	$16.40	Disposed	112773	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-02	Employee Stock Option (right to buy)	$8.58	M	12000	Disposed	2014-03-09	Common Stock (12000)	Direct

Footnotes

F1: 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 96,000 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 is scheduled to occur as follows: (a) 3,000 shares are scheduled to vest on 8/31/2011; (b) 7,500 shares are scheduled to vest in installments during each of July of 2011 through 2013; (c) 42,000 shares are scheduled to vest in installments during each of February of 2012 through 2015; and (d) 43,500 shares are scheduled to vest in installments during each January of 2012 through 2015 (all vesting is subject to continued employment through each vesting date).

F2: 12,000 shares became exercisable on 4/1/2010 and 24,000 shares are scheduled to become exercisable in two equal annual installments beginning on 4/1/2011 (subject to continued employment through each vest date).