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: DICKERSON GARY E (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-05	Common Stock	A	400000	—	Acquired	1450000	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: (a) 500,000 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. Provided specified performance goals are achieved, these 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 achievement of specified performance goals; and (b) 550,000 shares of restricted stock previously reported that, provided specified performance goals are achieved, will be scheduled to vest in installments during each June of 2013 through 2015 (all vesting is subject to continued employment through each applicable vest date).