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: FLANAGAN JOSEPH GERARD (SVP,Worldwide Ops & Sply Chain)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-05	Common Stock	A	250000	—	Acquired	752825	Direct

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: Number of shares includes 418,750 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 is scheduled to occur as follows: (a) 87,500 shares are scheduled to vest in installments during each March of 2013 and 2014; (b) 131,250 shares are scheduled to vest in installments during each December of 2012 through 2014; and (c) provided specified performance goals are achieved, 200,000 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 is subject to continued employment through each applicable vest date).