APPLIED MATERIALS INC /DE — Director's Dealing 2015

Jun 27, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2015-06-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-24	Common Stock	S	164000	$20.14	Disposed	667539	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4538.576	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.11 to $20.21, 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: 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) 597,535 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: (i) 147,000 shares are scheduled to vest in installments in July 2015 and 2016, (ii) 90,000 shares will be scheduled to vest in installments in July 2015 and 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; (iii) 257,400 shares are scheduled to vest in installments in December of 2015 and 2016; and (iv) 103,135 shares will be scheduled to vest in installments in December 2015 through 2018, 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) 5,100 shares of restricted stock that are scheduled to vest in December 2015 (all vesting is subject to continued employment through each applicable vest date).

F3: Increased number of shares reflects periodic payroll acquisitions and dividend reinvestment under 401(k) Plan that are exempt under Rule 16b-3.