FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DICKERSON GARY E
2. Issuer Name and Ticker or Trading Symbol

APPLIED MATERIALS INC /DE [ AMAT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

C/O APPLIED MATERIALS, INC., P.O. BOX 58039, 3050 BOWERS AV, M/S 1268
3. Date of Earliest Transaction (MM/DD/YYYY)

2/24/2014
(Street)

SANTA CLARA, CA 95054
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   2/24/2014     M    63604   (1) A $4.40   1400021   (2) D    
Common Stock   2/24/2014     M    71489   (1) A $5.12   1471510   (2) D    
Common Stock   2/24/2014     M    59573   (1) A $5.92   1531083   (2) D    
Common Stock   2/24/2014     M    72694   (1) A $5.96   1603777   (2) D    
Common Stock   2/24/2014     M    375305   (1) A $6.15   1979082   (2) D    
Common Stock   2/24/2014     M    65531   (1) A $6.30   2044613   (2) D    
Common Stock   2/24/2014     S    708196   D $19.14   (3) 1336417   (2) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   $4.40   2/24/2014     M         63604    11/10/2011   5/14/2016   Common Stock   63604   $0   0   D    
Employee Stock Option (Right to Buy)   $5.12   2/24/2014     M         71489    11/10/2011   8/12/2017   Common Stock   71489   $0   0   D    
Employee Stock Option (Right to Buy)   $5.92   2/24/2014     M         59573    11/10/2011   2/26/2017   Common Stock   59573   $0   0   D    
Employee Stock Option (Right to Buy)   $5.96   2/24/2014     M         72694    11/10/2011   8/14/2016   Common Stock   72694   $0   0   D    
Employee Stock Option (Right to Buy)   $6.15   2/24/2014     M         375305    11/10/2011   11/12/2016   Common Stock   375305   $0   0   D    
Employee Stock Option (Right to Buy)   $6.30   2/24/2014     M         65531    11/10/2011   5/13/2017   Common Stock   65531   $0   0   D    

Explanation of Responses:
( 1)  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.
( 2)  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).
( 3)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DICKERSON GARY E
C/O APPLIED MATERIALS, INC.
P.O. BOX 58039, 3050 BOWERS AV, M/S 1268
SANTA CLARA, CA 95054


President and CEO

Signatures
/s/ Yvonne Leyba, Attorney-in-Fact 2/26/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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