APPLIED MATERIALS INC /DE — Director's Dealing 2013

Mar 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2013-02-28

Reporting Person: SPLINTER MICHAEL R (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-28	Common Stock	M	600000	$8.58	Acquired	2852128	Direct
2013-02-28	Common Stock	S	590000	$13.78	Disposed	2262128	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-28	Employee Stock Option (Right to Buy)	$8.58	M	600000	Disposed	2014-03-09	Common Stock (600000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	282.145	Indirect
Common Stock	300000	Indirect

Footnotes

F1: Represents an exercise of a portion of a stock option granted on March 9, 2009 that will expire on March 9, 2014, if not exercised. There have been no prior exercises with respect to this option. Following the exercise reported on this Form 4, the reporting person remains in compliance with the ownership requirements under Applied Materials, Inc.'s Stock Ownership Guidelines.

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) 1,117,750 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) 246,750 shares are scheduled to vest in installments during each December of 2013 and 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 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; (b) 302,250 shares of restricted stock that are scheduled to vest as follows: (i) 60,250 shares are scheduled to vest in installments during each December of 2013 and 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 2013 through 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 2013 through 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.68 to $13.85, 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.

F4: Shares became exercisable in three equal annual installments beginning on April 1, 2010.