APPLIED MATERIALS INC /DE — Director's Dealing 2014

Dec 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2014-12-19

Reporting Person: SPLINTER MICHAEL R (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-19	Common Stock	A	402500	—	Acquired	2479937	Direct
2014-12-19	Common Stock	F	553764	$24.89	Disposed	1926173	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	294.734	Indirect
Common Stock	300000	Indirect

Footnotes

F1: Represents performance shares and restricted stock acquired based on achievement of specified performance goals related to performance shares and restricted stock previously granted. This acquisition is exempt under Rule 16b-3. The shares are subject to vesting as follows: 230,000 shares vested on December 19, 2014, and 172,500 shares are scheduled to vest in installments in December 2015 and 2016 (all vesting is subject to continued employment through each applicable vest date).

F2: Represents number of shares that were automatically withheld upon vesting of performance shares and restricted stock to cover tax withholding obligations in a transaction exempt under Rule 16b-3.

F3: Number of shares reflects periodic payroll acquisitions under the Employees' Stock Purchase Plan that are exempt under Rule 16a-10 and Rule 16b-3. Number of shares includes: (a) 501,150 performance shares that will be converted on a one-for-one basis into shares of Applied common stock upon vesting, which vesting is scheduled to occur in installments in December 2015 and 2016; (b) 32,700 performance units that will be converted on a one-for-one basis into shares of Applied common stock upon vesting, which vesting is scheduled to occur in December 2015; and (c) 69,900 shares of restricted stock that are scheduled to vest in December 2015. Notwithstanding the foregoing, vesting of all shares will accelerate upon the earliest of: (a) three trading days prior to the expected closing date of the business combination between Applied and Tokyo Electron Limited, subject to Mr. Splinter's continued employment and being a "disqualified individual" under IRS Code Section 4985 through the accelerated vest date, (b) Mr. Splinter's remaining employed with Applied through March 31, 2015, (c) Applied's termination of his employment without cause, and (d) his termination of his employment for good reason. All vesting is subject to continued employment through each applicable vest date.

F4: Increased number of shares reflects dividend reinvestment under the 401(k) Plan that is exempt under Rule 16b-3.