APPLIED MATERIALS INC /DE — Director's Dealing 2013

Dec 23, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2013-12-19

Reporting Person: SPLINTER MICHAEL R (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-19	Common Stock	F	101483	$16.88	Disposed	2148523	Direct
2013-12-19	Common Stock	D	9000	—	Disposed	2076523	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	289.379	Indirect
Common Stock	300000	Indirect

Footnotes

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

F2: Increased number of shares reflects periodic payroll acquisitions under the Employees' Stock Purchase Plan that are exempt under Rule 16a-10 and Rule 16b-3. Number of shares includes: (a) 958,500 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) 87,500 shares are scheduled to vest in December 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, 808,000 shares will be scheduled to vest in installments during each December of 2014 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; (b) 267,000 shares of restricted stock that are scheduled to vest as follows: (i) 25,000 shares are scheduled to vest in December 2014; (ii) provided specified performance goals are achieved, 9,000 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 2014 and 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 2014 and 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: Represents shares of restricted stock previously reported that have been forfeited as specified performance goals were not fully achieved.

F4: Decreased number of shares reflects 63,000 performance shares previously reported that have been forfeited as specified performance goals were not fully achieved. Number of shares includes: (a) 895,500 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) 87,500 shares are scheduled to vest in December 2014; and (ii) provided specified performance goals are achieved, 808,000 shares will be scheduled to vest in installments during each December of 2014 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; (b) 258,000 shares of restricted stock that are scheduled to vest as follows: (i) 25,000 shares are scheduled to vest in December 2014; and (ii) provided specified performance goals are achieved, 233,000 shares will be scheduled to vest in installments during each December of 2014 and 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 2014 and 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).

F5: Increased number of shares reflects dividend reinvestment under the 401(k) Plan that are exempt under Rule 16b-3.