APPLIED MATERIALS INC /DE — Director's Dealing 2016

Dec 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2016-12-01

Reporting Person: Larkins Thomas F (Sr. VP, GC & Corp. Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-01	Common Stock	A	36097	—	Acquired	537775	Direct
2016-12-01	Common Stock	A	37376	—	Acquired	575151	Direct
2016-12-01	Common Stock	A	37376	—	Acquired	612527	Direct

Footnotes

F1: Represents performance shares acquired based on achievement of specified performance goals related to performance shares previously granted. This acquisition is exempt under Rule 16b-3. The shares are subject to vesting as follows: 18,049 shares are scheduled to vest on December 19, 2016, and 9,024 shares are scheduled to vest on December 19 of each of 2017 and 2018 (all vesting is subject to continued employment through each applicable vest date).

F2: Represents performance shares that 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 on December 19, 2019, depending on the achievement of specified performance goals and continued employment through the vest date. The number of shares shown is the target amount, and the actual number of shares that may vest ranges from 0% to 200% of the target amount, depending on the achievement of specified performance goals.

F3: Represents restricted stock units that 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 in three equal annual installments beginning December 19, 2017, depending on the achievement of specified performance goals and continued employment through each applicable vest date.

F4: Number of shares includes 195,008 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) 110,397 shares are scheduled to vest in installments in December of each of 2016 through 2018, and (b) 84,611 shares are scheduled to vest in installments in December of each of 2016 through 2019, which number of shares is the target amount, and the actual number of shares that may vest is up to 150% of the target amount, depending on achievement of specified performance goals (all vesting is subject to continued employment through each applicable vest date).