SEC Filing | Applied Materials

View:

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Davis George S

(Last)

(First)

(Middle)

C/O APPLIED MATERIALS, INC.

P.O. BOX 58039, 3050 BOWERS AV, M/S 2023

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

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)
Executive Vice President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/06/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/06/2010		A		250,000⁽¹⁾	A	$0	760,823.5476⁽²⁾⁽³⁾	D
Common Stock								220	I	By Trust
Common Stock								1,384.839⁽⁴⁾	I	By the 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

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 363,750 performance shares (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: (a) 113,125 shares are scheduled to vest on 12/19/2010; (b) 61,250 shares are scheduled to vest in two equal installments beginning 12/19/2010; (c) 30,000 shares are scheduled to vest on 12/19/2011; (d) provided specified performance goals are achieved, 39,375 shares are scheduled to vest on 12/19/2011; and (e) provided specified performance goals are achieved, 120,000 shares are scheduled to vest: (Continued in Footnote 3)

3. (i) as to 20,000 shares no earlier than 12/19/2011 and (ii) as to 100,000 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. Increased number of shares reflects dividend reinvestment under the 401(k) Plan that are exempt under Rule 16b-3.

	/s/ Charmaine Mesina, Attorney-in-Fact	12/08/2010
	** 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.
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 Number.

rrd263128_296916.html

                                POWER OF ATTORNEY

     The undersigned hereby constitutes and appoints each of Charmaine
     Mesina and Mary Beth Towne, signing singly, the undersigned's true and
     lawful attorney-in-fact to:

              (1) execute for and on behalf of the undersigned, in the
     undersigned's capacity as an officer of Applied Materials, Inc. (the
     "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the
     Securities Exchange Act of 1934 and the rules thereunder;

              (2) do and perform any and all acts for and on behalf of the
     undersigned which may be necessary or desirable to complete and execute any
     such Form 3, 4 or 5, complete and execute any amendment(s) thereto, and
     timely file such form with the United States Securities and Exchange
     Commission and any stock exchange or similar authority; and

              (3) take any other action of any type whatsoever in connection
     with the foregoing which, in the opinion of such attorney-in-fact, may be
     of benefit to, in the best interest of, or legally required by, the
     undersigned, it being understood that the documents executed by such
     attorney-in-fact on behalf of the undersigned pursuant to this Power of
     Attorney shall be in such form and shall contain such terms and conditions
     as such attorney-in-fact may approve in such attorney-in-fact's discretion.

              The undersigned hereby grants to each such attorney-in-fact full
     power and authority to do and perform any and every act and thing
     whatsoever requisite, necessary or proper to be done in the exercise of any
     of the rights and powers herein granted, as fully to all intents and
     purposes as the undersigned might or could do if personally present, with
     full power of substitution or revocation, hereby ratifying and confirming
     all that such attorney-in-fact, or such attorney-in-fact's substitute or
     substitutes, shall lawfully do or cause to be done by virtue of this Power
     of Attorney and the rights and powers herein granted. The undersigned
     acknowledges that the foregoing attorneys-in-fact, in serving in such
     capacity at the request of the undersigned, are not assuming, nor is the
     Company assuming, any of the undersigned's responsibilities to comply with
     Section 16 of the Securities Exchange Act of 1934.

              This Power of Attorney shall remain in full force and effect until
     the undersigned is no longer required to file Forms 3, 4 and 5 with respect
     to the undersigned's holdings of and transactions in securities issued by
     the Company, unless earlier revoked by the undersigned in a signed writing
     delivered to the foregoing attorneys-in-fact.

              IN WITNESS WHEREOF, the undersigned has caused this Power of
     Attorney to be executed as of this 27th day of October, 2006.

                                       /s/ George S. Davis
                                       -----------------------------
                                           George S. Davis