APPLIED MATERIALS INC /DE — Director's Dealing 2013

Jan 24, 2013

SEC Form 4/A — Form 4/A

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

Reporting Person: Nalamasu Omkaram (Group VP, CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-01	Common Stock	F	5396	$11.44	Disposed	422396	Direct

Footnotes

F1: Represents number of shares that were automatically withheld upon vesting of performance shares to cover tax withholding obligations in a transaction exempt under Rule 16b-3. Number of shares has been decreased in this amended Form 4 to reflect the fact that 5,396 shares (not 5,539 shares) should have been reported as withheld on Dr. Nalamasu's Form 4 filed January 3, 2013.

F2: Number of shares has been increased from the number of shares reported on Dr. Nalamasu's Form 4 filed January 3, 2013 to reflect the corrected number of shares withheld upon the vesting of performance shares. Number of shares includes 377,750 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 is scheduled to occur as follows: (a) 2,500 shares are scheduled to vest in July 2013; (b) 30,500 shares are scheduled to vest in installments during each February of 2013 through 2015; (c) 19,750 shares are scheduled to vest in installments during each January of 2014 and 2015; and (d) provided specified performance goals are achieved, 325,000 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).