APPLIED MATERIALS INC /DE — Director's Dealing 2012

Dec 22, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2012-12-19

Reporting Person: Thakur Randhir (EVP & GM, Silicon Systems)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-19	Common Stock	F	45679	$11.34	Disposed	1185309	Direct
2012-12-20	Common Stock	S	28500	$11.28	Disposed	1156809	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3768.317	Indirect

Footnotes

F1: Represents shares that were automatically withheld upon vesting of performance shares to cover tax withholding obligations in a transaction exempt under Rule 16b-3.

F2: Number of shares includes: (a) 985,000 performance shares 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: (i) 166,000 shares are scheduled to vest in installments during each December of 2013 and 2014; (ii) provided specified performance goals are achieved, 36,000 shares will be scheduled to vest in December 2013; (iii) provided specified performance goals are achieved, 483,000 shares will be scheduled to vest in installments during each December of 2013 through 2016, which number of shares is the target amount, and the actual number of shares that may vest ranges from 0% to 150% of the target amount, depending on the achievement of specified performance goals; and (iv) provided specified performance goals are achieved, 300,000 shares will be scheduled to vest in installments during each July of 2013 through 2016, which number of shares is the target amount, and the actual number of shares that may vest ranges from 0% to 150% of the target amount, depending on the achievement of specified performance goals; and (b) provided specified performance goals are achieved, 17,000 shares of restricted stock will be scheduled to vest in installments during each December of 2013 through 2015, which number of shares is the target amount, and the actual number of shares that may vest ranges from 0% to 150% of the target amount, depending on the achievement of specified performance goals (all vesting is subject to continued employment through each applicable vest date).

F3: Increased number of shares reflects dividend reinvestment under the 401(k) Plan that are exempt under Rule 16b-3.