APPLIED MATERIALS INC /DE — Director's Dealing 2014

Feb 26, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2014-02-24

Reporting Person: Thakur Randhir (EVP & GM, Silicon Systems)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-24	Common Stock	M	100000	$8.58	Acquired	1043015	Direct
2014-02-24	Common Stock	S	100000	$19.23	Disposed	943015	Direct
2014-02-25	Common Stock	S	80000	$19.00	Disposed	863015	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-24	Employee Stock Option (Right to Buy)	$8.58	M	100000	Disposed	2014-03-09	Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4197.572	Indirect

Footnotes

F1: Represents an exercise of a stock option granted on March 9, 2009 that would have expired on March 9, 2014, if not exercised.

F2: Number of shares includes: (a) 845,500 performance shares previously reported that in the future will be converted on a one-for-one basis into shares of Applied Materials, Inc. common stock upon vesting, which vesting will be scheduled to occur as follows: (i) 62,500 shares are scheduled to vest in December 2014; (ii) provided specified performance goals are achieved, 483,000 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; and (iii) provided specified performance goals are achieved, 300,000 shares will be scheduled to vest in installments during each July 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; and (b) provided specified performance goals are achieved, 17,000 shares of restricted stock will be scheduled to vest in installments during each December of 2014 and 2015, 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).

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.18 to $19.28, 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 within the ranges set forth in footnote 3 to this Form 4.

F4: Increased number of shares reflects periodic payroll acquisitions under the 401(k) Plan that are exempt under Rule 16b-3.

F5: Shares became exercisable in installments beginning on April 1, 2010.