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: DICKERSON GARY E (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-19	Common Stock	A	200000	—	Acquired	1805980	Direct
2014-12-19	Common Stock	F	153749	$24.89	Disposed	1652231	Direct

Footnotes

F1: Represents performance shares acquired based on achievement of specified performance goals related to performance shares previously granted. This acquisition is exempt under Rule 16b-3. The shares are subject to vesting as follows: 100,000 shares vested on December 19, 2014, and 100,000 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 to cover tax withholding obligations in a transaction exempt under Rule 16b-3.

F3: Number of shares includes 695,000 performance shares that in the future will be converted on a one-for-one basis into shares of Applied common stock upon vesting, which vesting is scheduled to occur as follows: (a) 245,000 shares are scheduled to vest in installments in July 2015 and 2016, (b) 150,000 shares will be scheduled to vest in installments in July 2015 and 2016, which number of shares is the target amount, and the actual number of shares that may vest ranges from 0% to 140% of the target amount, depending on achievement of specified performance goals; and (c) 300,000 shares are scheduled to vest in installments in December 2015 and 2016 (notwithstanding the foregoing, vesting of shares that is scheduled to occur in calendar year 2015 will accelerate three trading days prior to the expected closing date of the business combination between Applied and Tokyo Electron Limited, subject to Mr. Dickerson's continued employment and being a "disqualified individual" under IRS Code Section 4985 through the accelerated vest date). Number of shares also includes: (a) 371,287 performance shares that will be scheduled to vest in installments in December 2015 through 2018, 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) 110,000 shares of restricted stock that are scheduled to vest in June 2015. All vesting is subject to continued employment through each applicable vest date.