SEC Filing | Applied Materials

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SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

Davis George S

(Last)

(First)

(Middle)

C/O APPLIED MATERIALS, INC. PO BOX 58039

3050 BOWERS AVENUE M/S 2023

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2006

3. Issuer Name and Ticker or Trading Symbol
APPLIED MATERIALS INC /DE [ AMAT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Group Vice President and CFO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	13,737.5476⁽¹⁾	D
Common Stock	220	I	By Trust
Common Stock	1,305.38	I	By the 401(k) plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽²⁾	12/01/2006	Common Stock	120,000	25.125	D
Employee Stock Option (Right to Buy)	⁽³⁾	10/18/2007	Common Stock	90,000	21.0313	D
Employee Stock Option (Right to Buy)	07/15/2005	04/03/2008	Common Stock	50,000	20.0625	D
Employee Stock Option (Right to Buy)	07/15/2006	10/19/2008	Common Stock	60,000	16.275	D
Employee Stock Option (Right to Buy)	07/15/2007	11/19/2009	Common Stock	35,000	15.07	D
Employee Stock Option (Right to Buy)	07/15/2004	11/19/2009	Common Stock	25,000	15.07	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	07/11/2010	Common Stock	40,000	17.39	D
Employee Stock Option (Right to Buy)	08/05/2005	10/29/2010	Common Stock	80,000	22.58	D
Employee Stock Option (Right to Buy)	08/05/2005	10/29/2010	Common Stock	115,000	22.58	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	11/03/2011	Common Stock	125,000	16.12	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	12/01/2012	Common Stock	60,000	18.64	D

Explanation of Responses:

1. Number of shares include 6,000 performance shares (or restricted stock units) 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 in three equal annual installments beginning 8/31/07 (assuming continued employment).

2. 30,000 shares became exercisable on each of 12/1/00, 12/1/01, 12/1/02 and 12/1/03.

3. 20,000 shares became exercisable on each of 7/15/02 and 7/15/03; and 50,000 shares became exercisable on 7/15/04.

4. 25,000 shares became exercisable on 7/15/05 and 15,000 shares became exercisable on 7/15/06.

5. 31,250 shares became exercisable on each of 7/15/05 and 7/15/06; and 31,250 shares become exercisable on each of 7/15/07 and 7/15/08 (assuming continued employment).

6. 15,000 shares became exercisable on 8/31/06; and 15,000 shares become exercisable on each of 8/31/07, 8/31/08 and 8/31/09 (assuming continued employment).

	/s/ Charmaine Mesina, Attorney-In-Fact	11/09/2006
	** 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 5 (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.

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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 tim ely 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< p>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-fac t.

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