APPLIED MATERIALS INC /DE — Director's Dealing 2014

Feb 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2014-02-01

Reporting Person: Nalamasu Omkaram (Senior VP, CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-01	Common Stock	F	4323	$16.82	Disposed	458616	Direct

Footnotes

F1: Represents number of shares that was automatically withheld upon vesting of performance shares to cover tax withholding obligations in a transaction exempt under Rule 16b-3.

F2: Number of shares includes 440,375 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 is scheduled to occur as follows: (a) 7,500 shares are scheduled to vest in February 2015; (b) 7,875 shares are scheduled to vest in January 2015; (c) 100,000 shares are scheduled to vest in installments during each July of 2014 through 2017; and (d) provided specified performance goals are achieved, 325,000 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 (all vesting is subject to continued employment through each applicable vesting date).