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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 | ||||||||
| Performance Shares (or Restricted Stock Units) (5) | $ 20.48 | 07/15/2007 | F | 8,938 (6) | (7) | (8) | Common Stock | 8,938 | $ 0 | 66,062 | D | ||||
| Performance Shares (or Restricted Stock Units) (5) | (8) | 07/15/2007 | M | 16,062 | (7) | (8) | Common Stock | 16,062 | $ 0 | 50,000 | D | ||||
| Performance Shares (or Restricted Stock Units) (5) | (8) | 07/15/2007 | J | 50,000 (9) | (7) | (8) | Common Stock | 50,000 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| St Dennis Thomas C/O APPLIED MATERIALS, INC. PO BOX 58039, 3050 BOWERS AVE, M/S 2023 SANTA CLARA, CA 95054 |
Senior Vice President | |||
| /s/ Charmaine Mesina, Attorney-in-Fact | 07/17/2007 | |
| **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 (or restricted stock units) that were converted on a one-for-one basis into shares of Applied Materials, Inc. common stock upon vesting on 7/15/07. |
| (2) | Increased number of shares also reflects periodic payroll acquisitions under Employees' Stock Purchase Plan that are exempt under Rule 16a-10 and Rule 16b-3. Number of shares includes 262,500 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 immediately upon vesting, which vesting is scheduled to occur as follows: 37,500 performance shares are scheduled to vest in three equal annual installments beginning 8/31/07; and, provided specified performance goals are achieved, 225,000 performance shares are scheduled to vest no earlier than in four equal annual installments beginning 12/19/07 (all vesting is subject to continued employment). |
| (3) | Represents a change in reporting of 50,000 performance shares (or restricted stock units) previously reported on Table II that will now instead be reported on this Table I. These shares remain unvested and will be converted on a one-for-one basis into shares of Applied Materials, Inc. common stock immediately upon vesting, which vesting is scheduled to occur in two equal annual installments beginning 7/15/08 (subject to continued employment). |
| (4) | Increased number of shares reflects reinvestment of dividends and periodic allocation of accrued interest to all participants under 401(k) Plan that are exempt under Rule 16b-3. |
| (5) | The performance shares (or restricted stock units) will be converted on a one-for-one basis into shares of Applied Materials, Inc. common stock immediately upon vesting. |
| (6) | Represents shares that were automatically withheld to cover tax withholding obligations in a transaction exempt under Rule 16b-3. |
| (7) | 25,000 shares vested on 7/15/07 and 25,000 shares to become vested on each of 7/15/08 and 7/15/09 (subject to continued employment). |
| (8) | Not applicable. |
| (9) | These shares, which remain unvested, will now be reported on Table I. Please see footnote 3 above. |