APPLIED MATERIALS INC /DE — Director's Dealing 2014

Dec 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2014-12-08

Reporting Person: Salehpour Ali (Sr. VP, GM New Mrkts & Service)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-08	Common Stock	A	103135	—	Acquired	521348	Direct

Footnotes

F1: Represents performance shares that will be converted on a one-for-one basis into shares of Applied Materials, Inc. ("Applied") common stock upon vesting, which vesting depends on the achievement of specified performance goals. Provided such goals are achieved, vesting is scheduled to occur no earlier than in four equal annual installments beginning December 19, 2015 (subject to continued employment through each applicable vest date). The number of shares shown is the target amount. The actual number of shares that may vest ranges from 0% to 150% of the target amount, depending on achievement of specified performance goals.

F2: Number of shares includes 361,000 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 (all vesting is subject to continued employment through each applicable vesting date), which vesting is scheduled to occur as follows: (a) 91,000 shares are scheduled to vest in equal installments in each December of 2015 and 2016 (notwithstanding the foregoing, vesting of shares that is scheduled to occur in calendar year 2015, subject to Mr. Salehpour's consent, will accelerate as of the date that is three trading days prior to the expected date of consummation of the transactions contemplated in connection with the business combination agreement, dated September 24, 2013, between Applied and Tokyo Electron Limited, as amended (the "Business Combination")); (b) provided specified performance goals are achieved, 150,000 shares will be scheduled to vest as to 50% of the shares in December 2014 and as to 25% of the shares in each December of 2015 and 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 the achievement of specified performance goals (notwithstanding the foregoing, vesting of share that is scheduled to occur in calendar year 2014 (as well as in calendar year 2015, subject to Mr. Salehpour's consent) will accelerate as of the date that is three trading days prior to the expected date of consummation of the Business Combination); and (c) provided specified performance goals are achieved, 120,000 shares are scheduled to vest in equal installments in each October of 2015 through 2018 (subject to accelerated vesting as to 30% of the unvested shares as of three trading days prior to the expected date of consummation of the Business Combination). All vesting acceleration is subject to Mr. Salehpour's continued employment and being a "disqualified individual" under IRS Code Section 4985 through the accelerated vest date.