APPLIED MATERIALS INC /DE — Director's Dealing 2011

Feb 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2011-02-01

Reporting Person: Nalamasu Omkaram (Corporate VP, CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-01	Common Stock	F	1684	$16.22	Disposed	112059	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: 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).