APPLIED MATERIALS INC /DE — Director's Dealing 2011

Mar 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2011-02-28

Reporting Person: Pinto Mark (EVP & GM, EES)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-28	Common Stock	M	200000	$8.58	Acquired	942583	Direct
2011-02-28	Common Stock	S	200000	$16.3197	Disposed	742583	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-28	Employee Stock Option (right to buy)	$8.58	M	200000	Disposed	2014-03-09	Common Stock (200000)	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 513,750 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) 98,750 shares are scheduled to vest in installments during each December of 2011 through 2013; and (b) provided specified performance goals are achieved, 415,000 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).

F2: 200,000 shares became exercisable on 4/1/2010 and 400,000 shares are scheduled to become exercisable in two equal annual installments beginning on 4/1/2011 (subject to continued employment through each vest date).