APPLIED MATERIALS INC /DE — Director's Dealing 2012

Dec 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2012-12-05

Reporting Person: SPLINTER MICHAEL R (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-05	Common Stock	A	575000	—	Acquired	2343371	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	279.894	Indirect
Common Stock	300000	Indirect

Footnotes

F1: Represents performance shares that will be converted on a one-for-one basis into shares of Applied Materials, Inc. common stock upon vesting, which vesting depends on the achievement of specified performance goals. Provided such goals are achieved, vesting is scheduled to occur no earlier than in four equal annual installments beginning December 19, 2013 (subject to continued employment through each applicable vest date). The number of shares shown is the target amount. The actual number of shares that may vest ranges from 0% to 150% of the target amount, depending on achievement of specified performance goals.

F2: Increased in 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: (a) 702,000 performance shares previously reported that 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: (i) 406,000 shares are scheduled to vest in installments during each December of 2012 through 2014; (ii) provided specified performance goals are achieved, 63,000 shares will be scheduled to vest in December 2013; and (iii) provided specified performance goals are achieved, 233,000 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; (b) 337,500 shares of restricted stock that are scheduled to vest as follows: (i) 95,500 shares are scheduled to vest in installments during each December of 2012 through 2014; (ii) provided specified performance goals are achieved, 9,000 shares will be scheduled to vest in December 2013; (iii) provided specified performance goals are achieved, 233,000 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; and (c) provided specified performance goals are achieved, 109,000 performance units will be scheduled to vest in installments during each December of 2013 through 2015, which number of units is the target amount, and the actual number of units that may vest ranges from 0% to 150% of the target amount, depending on 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.