APPLIED MATERIALS INC /DE — Director's Dealing 2013

Jun 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2013-05-31

Reporting Person: DICKERSON GARY E (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-31	Common Stock	M	210488	$3.36	Acquired	1661139	Direct
2013-05-31	Common Stock	M	54520	$3.63	Acquired	1715659	Direct
2013-05-31	Common Stock	S	265008	$15.31	Disposed	1450651	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-31	Employee Stock Option (Right to Buy)	$3.36	M	210488	Disposed	2015-11-24	Common Stock (210488)	Direct
2013-05-31	Employee Stock Option (Right to Buy)	$3.63	M	54520	Disposed	2016-02-26	Common Stock (54520)	Direct

Footnotes

F1: Represents stock options that were originally granted by Varian Semiconductor Equipment Associates, Inc. ("Varian") and were assumed by Applied Materials, Inc. ("Applied") and converted into Applied stock options in connection with Applied's acquisition of Varian.

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: (a) 900,000 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 will be scheduled to occur as follows: (i) provided specified performance goals are achieved, 500,000 shares will be scheduled to vest in installments during each July 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; and (ii) provided specified performance goals are achieved, 400,000 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; and (b) 550,000 shares of restricted stock previously reported that, provided specified performance goals are achieved, will be scheduled to vest in installments during each June of 2013 through 2015 (all vesting is subject to continued employment through each applicable vest date).

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.25 to $15.37, inclusive. The reporting person undertakes to provide to Applied Materials, Inc., any security holder of Applied Materials, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 3 to this Form 4.