APPLIED MATERIALS INC /DE — Director's Dealing 2014

Feb 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2014-02-26

Reporting Person: HALLIDAY ROBERT J (Senior Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-26	Common Stock	S	25090	$19.10	Disposed	290562	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices of $19.10 and $19.11, inclusive. The reporting person undertakes to provide to Applied Materials, Inc., any security holder of Applied Materials, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price set forth in footnote 1 to this Form 4.

F2: Number of shares includes 290,000 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) 160,000 shares are scheduled to vest in installments during each November of 2014 through 2016; (b) 30,000 shares are scheduled to vest in installments during each January of 2015 through 2017; and (c) provided specified performance goals are achieved, 100,000 shares will be scheduled to vest in installments during each December of 2014 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 the achievement of specified performance goals (all vesting is subject to continued employment through each applicable vest date).