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: DICKERSON GARY E (President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-24	Common Stock	M	63604	$4.40	Acquired	1400021	Direct
2014-02-24	Common Stock	M	71489	$5.12	Acquired	1471510	Direct
2014-02-24	Common Stock	M	59573	$5.92	Acquired	1531083	Direct
2014-02-24	Common Stock	M	72694	$5.96	Acquired	1603777	Direct
2014-02-24	Common Stock	M	375305	$6.15	Acquired	1979082	Direct
2014-02-24	Common Stock	M	65531	$6.30	Acquired	2044613	Direct
2014-02-24	Common Stock	S	708196	$19.14	Disposed	1336417	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-24	Employee Stock Option (Right to Buy)	$4.40	M	63604	Disposed	2016-05-14	Common Stock (63604)	Direct
2014-02-24	Employee Stock Option (Right to Buy)	$5.12	M	71489	Disposed	2017-08-12	Common Stock (71489)	Direct
2014-02-24	Employee Stock Option (Right to Buy)	$5.92	M	59573	Disposed	2017-02-26	Common Stock (59573)	Direct
2014-02-24	Employee Stock Option (Right to Buy)	$5.96	M	72694	Disposed	2016-08-14	Common Stock (72694)	Direct
2014-02-24	Employee Stock Option (Right to Buy)	$6.15	M	375305	Disposed	2016-11-12	Common Stock (375305)	Direct
2014-02-24	Employee Stock Option (Right to Buy)	$6.30	M	65531	Disposed	2017-05-13	Common Stock (65531)	Direct

Footnotes

F1: Represents stock options that were originally granted by Varian Semiconductor Equipment Associates, Inc. ("Varian"), assumed by Applied Materials, Inc. ("Applied") and converted into Applied stock options in connection with Applied's acquisition of Varian. Mr. Dickerson exercised these options to mitigate a punitive 15% excise tax that would have been levied on the value of any of his unexercised stock options outstanding at the consummation of the planned business combination with Tokyo Electron Limited.

F2: Increased number of shares reflects periodic payroll acquisitions under Employees' Stock Purchase Plan that are exempt under Rule 16a-10 and Rule 16b-3. Number of shares includes: (a) 900,000 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, which vesting will be scheduled to occur as follows: (i) provided specified performance goals are achieved, 500,000 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 achievement of specified performance goals; and (ii) provided specified performance goals are achieved, 400,000 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 achievement of specified performance goals; and (b) 330,000 shares of restricted stock previously reported that are scheduled to vest in installments during each June of 2014 and 2015 (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 $19.13 to $19.18, 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.