Gary E. Dickerson - Dec 9, 2021 Form 4 Insider Report for APPLIED MATERIALS INC /DE (AMAT)

Role: President and CEO, Director
Signature: /s/ To-Anh Nguyen, Attorney-in-Fact
Stock symbol: AMAT
Transactions as of: Dec 9, 2021
Transactions value $: -$32,214,968
Form type: 4
Date filed: 12/21/2021, 06:41 PM
Previous filing: Dec 3, 2021
Next filing: Jan 4, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AMAT	Common Stock	Gift	$0	-420	-0.02%	$0.00	1.9M	Dec 9, 2021	Direct
transaction	AMAT	Common Stock	Tax liability	-$32.2M	-220K	-11.6%	$146.15	1.68M	Dec 19, 2021	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents number of shares that were automatically withheld upon vesting of equity awards to cover tax withholding obligations in a transaction exempt under Rule 16b-3.
F2	Number of shares includes 565,141 performance shares and 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) 72,912 restricted stock units are scheduled to vest in installments in December of 2022 through 2024, (b) 376,084 performance shares are scheduled to vest in installments in December of 2022 through 2024, which number of shares is the target amount, and the actual number of shares that may vest ranges from 0% to 200% of the target amount, depending on achievement of specified performance goals, and (c) 116,145 performance shares are scheduled to vest in October of 2025, which number of shares is the target amount, and the actual number of shares that may vest ranges from 0% to 200% of the target amount, depending on achievement of specified performance goals; notwithstanding the foregoing, if Mr. Dickerson's employment is terminated without cause prior to the end of the performance period, any unvested portion of the award will vest based on achievement of specified performance goals through his last day of employment (all vesting is subject to continued employment through each applicable vesting date).

Content

Represents number of shares that were automatically withheld upon vesting of equity awards to cover tax withholding obligations in a transaction exempt under Rule 16b-3.

Number of shares includes 565,141 performance shares and 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) 72,912 restricted stock units are scheduled to vest in installments in December of 2022 through 2024, (b) 376,084 performance shares are scheduled to vest in installments in December of 2022 through 2024, which number of shares is the target amount, and the actual number of shares that may vest ranges from 0% to 200% of the target amount, depending on achievement of specified performance goals, and (c) 116,145 performance shares are scheduled to vest in October of 2025, which number of shares is the target amount, and the actual number of shares that may vest ranges from 0% to 200% of the target amount, depending on achievement of specified performance goals; notwithstanding the foregoing, if Mr. Dickerson's employment is terminated without cause prior to the end of the performance period, any unvested portion of the award will vest based on achievement of specified performance goals through his last day of employment (all vesting is subject to continued employment through each applicable vesting date).