APPLIED MATERIALS INC /DE — Director's Dealing 2013

Jul 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2013-07-01

Reporting Person: Humiston Mary E (Senior VP, Global HR)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-01	Common Stock	F	5639	$14.82	Disposed	693536	Direct

Footnotes

F1: Represents number of shares that was 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 16b-3. Number of shares includes 529,375 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) 56,250 shares are scheduled to vest in installments during each September of 2013 through 2015; (b) 100,625 shares are scheduled to vest in installments during each December of 2013 and 2014; (c) provided specified performance goals are achieved, 22,500 shares will be scheduled to vest in December 2013; and (d) provided specified performance goals are achieved, 350,000 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 achievement of specified performance goals (all vesting is subject to continued employment through each applicable vesting date).