APPLIED MATERIALS INC /DE — Director's Dealing 2012

Feb 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2012-02-21

Reporting Person: Sweeney Joseph J (Sr. VP, GC & Corp. Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-21	Common Stock	M	50000	$8.58	Acquired	552653	Direct
2012-02-21	Common Stock	S	50000	$12.90	Disposed	502653	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-21	Employee Stock Option (Right to Buy)	$8.58	M	50000	Disposed	2014-03-09	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13842.395	Indirect

Footnotes

F1: Number of shares includes 336,250 performance shares (restricted stock units) 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) 163,750 shares are scheduled to vest in installments during each December of 2012 through 2014; (b) provided specified performance goals are achieved, 22,500 shares will be scheduled to vest in installments during each December of 2012 through 2013; and (c) provided specified performance goals are achieved, 150,000 shares will be scheduled to vest in installments during each December of 2012 through 2015, which number of shares is the target award level, and the actual number of shares that may vest ranges from 0% to 150% of the target amount depending on achievement of specified performance goals (all vesting will be subject to continued employment through each vest date).

F2: Increased number of shares reflects periodic payroll acquisitions under 401(k) Plan that are exempt under Rule 16b-3.

F3: 50,000 shares became exercisable on 4/1/2011 and 200,000 shares are scheduled to become exercisable on 4/1/2012 (subject to continued employment through the vest date).