APPLIED MATERIALS INC /DE — Director's Dealing 2014

Jul 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2014-07-01

Reporting Person: DICKERSON GARY E (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-01	Common Stock	A	140000	—	Acquired	1362127	Direct
2014-07-01	Common Stock	F	127842	$22.66	Disposed	1234285	Direct

Footnotes

F1: Represents performance shares acquired based on achievement of specified performance goals related to performance shares granted on June 19, 2012. This acquisition is exempt under Rule 16b-3. The shares are subject to vesting as follows: 70,000 shares vested on July 1, 2014 and 35,000 shares are scheduled to vest on July 1 of each of 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: (a) 795,000 performance shares previously reported that in the future will be converted on a one-for-one basis into shares of Applied Materials, Inc. ("Applied") common stock upon vesting, which vesting will be scheduled to occur as follows: (i) 245,000 shares will be scheduled to vest in equal installments during each July of 2015 and 2016, (ii) provided specified performance goals are achieved, 150,000 shares will be scheduled to vest as to 75% of the shares in July 2015 and as to 25% of the shares in July 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 (iii) provided specified performance goals are achieved, 400,000 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 achievement of specified performance goals; and (b) 110,000 shares of restricted stock previously reported that are scheduled to vest in June 2015 (all vesting is subject to continued employment through each applicable vest date). Notwithstanding the foregoing, vesting of shares that is scheduled to occur in calendar year 2014 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 (subject to Mr. Dickerson's continued employment and being a "disqualified individual" under IRS Code Section 4985 through the accelerated vest date).