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: Kerschbaum Manfred (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-19	Common Stock	F	20146	$11.34	Disposed	338545	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16087.471	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 198,125 performance shares 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) 75,625 shares are scheduled to vest in installments during each December of 2013 and 2014; (b) provided specified performance goals are achieved, 22,500 shares will be scheduled to vest in December 2013; and (c) provided specified performance goals are achieved, 100,000 shares 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 achievement of specified performance goals (all vesting will be subject to continued employment through each applicable vest date).

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