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: DICKERSON GARY E (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-01	Common Stock	A	185643	—	Acquired	1749420	Direct
2016-12-01	Common Stock	A	280316	—	Acquired	2029736	Direct
2016-12-01	Common Stock	A	93439	—	Acquired	2123175	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: 92,822 shares are scheduled to vest on December 19, 2016, 46,411 shares are scheduled to vest on December 19, 2017 and 46,410 shares are scheduled to vest on December 19, 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 904,405 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) 428,466 shares are scheduled to vest in installments in December of each of 2016 through 2018, and (b) 475,939 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).