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: Humiston Mary E (Senior VP, Global HR)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-01	Common Stock	F	10088	$11.45	Disposed	535069	Direct

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: 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 426,250 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 will be scheduled to occur as follows: (a) 15,000 shares are scheduled to vest in July 2013; (b) 75,000 shares are scheduled to vest in installments during each September of 2012 through 2015; (c) 163,750 shares are scheduled to vest in installments during each December 2012 through 2014; (d) provided specified performance goals are achieved, 22,500 shares will be scheduled to vest in installments during each December of 2012 and 2013; and (e) provided specified performance goals are achieved, 150,000 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 will be subject to continued employment through each applicable vesting date).