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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SPLINTER MICHAEL R C/O APPLIED MATERIALS, INC. P.O. BOX 58039, 3050 BOWERS AV, M/S 2023 SANTA CLARA, CA 95054 |
X | Chairman, President and CEO | ||
| /s/ Charmaine Mesina, Attorney-in-Fact | 12/08/2010 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents performance shares (restricted stock units) that will be converted on a one-for-one basis into shares of Applied Materials, Inc. common stock upon vesting. These performance shares will vest only after the satisfaction of specified performance goals. Provided such goals are achieved, vesting is scheduled to occur no earlier than in four equal annual installments beginning 12/19/2011 (subject to continued employment through each vest date). |
| (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 also includes: (a) 152,500 shares of restricted stock previously reported that are scheduled to vest as follows: (i) 57,500 shares are scheduled to vest on 12/19/2010; (ii) 35,000 shares are scheduled to vest in two equal annual installments beginning 12/19/2010; (iii) 7,500 shares are scheduled to vest on 12/19/2011; (iv) provided specified performance goals are achieved, 22,500 shares are scheduled to vest on 12/19/2011; and (v) provided specified performance goals are achieved, 30,000 shares are scheduled to vest: (1) as to 5,000 shares no earlier than 12/19/2011 and (2) as to 25,000 shares no earlier than in two equal annual installments beginning 12/19/2012 (all vesting is subject to continued employment through each vest date); (Continued in Footnote 3) |
| (3) | and (b) 665,000 performance shares (or restricted stock units) 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: (i) 201,250 shares are scheduled to vest on 12/19/2010; (ii) 122,500 shares are scheduled to vest in two equal annual installments beginning 12/19/2010; (iii) 52,500 shares are scheduled to vest on 12/19/2011; (iv) provided specified performance goals are achieved, 78,750 shares are scheduled to vest on 12/19/2011; and (v) provided specified performance goals are achieved, 210,000 shares are scheduled to vest: (1) as to 35,000 shares no earlier than 12/19/2011 and (2) as to 175,000 shares no earlier than in two equal annual installments beginning 12/19/2012 (all vesting is subject to continued employment through each vest date). |
| (4) | Represents shares of restricted stock that will vest only after the satisfaction of specified performance goals. Provided such goals are achieved, vesting is scheduled to occur no earlier than in four equal annual installments beginning 12/19/2011 (subject to continued employment through each vest date). |
| (5) | Increased number of shares reflects dividend reinvestment under the 401(k) Plan that is exempt under Rule 16b-3. |