APPLIED MATERIALS INC /DE — Director's Dealing 2012

Jul 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2012-07-01

Reporting Person: Nalamasu Omkaram (Corporate VP, CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-01	Common Stock	F	917	$11.45	Disposed	227138	Direct

Footnotes

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

F2: Increased 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 189,625 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) 2,500 shares are scheduled to vest in July 2013; (b) 30,500 shares are scheduled to vest in installments during each of February of 2013 through 2015; (c) 31,625 shares are scheduled to vest in installments during each January of 2013 through 2015; and (d) provided specified performance goals are achieved, 125,000 shares will be scheduled to vest in installments during each December of 2012 through 2015, which number of shares is the target award level, 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 vesting date).