APPLIED MATERIALS INC /DE — Director's Dealing 2013

Nov 13, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2013-03-04

Reporting Person: HALLIDAY ROBERT J (Senior Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-04	Common Stock	S	651	$13.52	Disposed	243954	Direct
2013-11-10	Common Stock	A	120000	—	Acquired	340562	Direct
2013-11-10	Common Stock	F	20872	$17.75	Disposed	319690	Direct

Footnotes

F1: Shares were acquired in February 2013 in a transaction under the Employees' Stock Purchase Plan that is exempt under Rule 16a-10 and Rule 16b-3.

F2: Number of shares includes 220,000 performance shares previously reported that in the future will be converted on a one-for-one basis into shares of Applied Materials, Inc. ("Applied") common stock upon vesting, which vesting is scheduled to occur as follows: (a) 80,000 shares are scheduled to vest in installments during each November of 2013 and 2014; (b) 40,000 shares are scheduled to vest in installments during each January of 2014 through 2017; and (c) provided specified performance goals are achieved, 100,000 shares will be scheduled to vest in installments during each December 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 the achievement of specified performance goals (all vesting is subject to continued employment through each applicable vest date).

F3: Represents performance shares that will be converted on a one-for-one basis into shares of Applied common stock upon vesting. Vesting is scheduled to occur in three equal annual installments beginning November 10, 2014; provided that the unvested portion of the performance shares that otherwise is scheduled to vest during calendar year 2014 will accelerate vesting as of three trading days prior to the closing of the transactions contemplated in connection with the business combination agreement, dated September 24, 2013, between Applied and Tokyo Electron Limited (all vesting is subject to continued employment through each applicable vest date).

F4: 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 220,000 performance shares previously reported that in the future will be converted on a one-for-one basis into shares of Applied common stock upon vesting, which vesting is scheduled to occur as follows: (a) 80,000 shares are scheduled to vest in installments during each November of 2013 and 2014; (b) 40,000 shares are scheduled to vest in installments during each January of 2014 through 2017; and (c) provided specified performance goals are achieved, 100,000 shares will be scheduled to vest in installments during each December 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 the achievement of specified performance goals (all vesting is subject to continued employment through each applicable vest date).

F5: Represents shares that were automatically withheld upon vesting of performance shares to cover tax withholding obligations in a transaction exempt under Rule 16b-3.

F6: Number of shares includes 300,000 performance shares that in the future will be converted on a one-for-one basis into shares of Applied common stock upon vesting, which vesting is scheduled to occur as follows: (a) 160,000 shares are scheduled to vest in installments during each November of 2014 through 2016; (b) 40,000 shares are scheduled to vest in installments during each January of 2014 through 2017; and (c) provided specified performance goals are achieved, 100,000 shares will be scheduled to vest in installments during each December 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 the achievement of specified performance goals (all vesting is subject to continued employment through each applicable vest date).