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* APPLIED MATERIALS INC /DE (Last) (First) (Middle) 3050 BOWERS AVENUE (Street) SANTA CLARA CA 95054 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/18/2009	3. Issuer Name and Ticker or Trading Symbol SEMITOOL INC [ SMTL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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(1)(2)(3)	32,947,706	I	Beneficially owned through direct, wholly-owned subsidiary

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* APPLIED MATERIALS INC /DE (Last) (First) (Middle) 3050 BOWERS AVENUE (Street) SANTA CLARA CA 95054 (City) (State) (Zip)

1. Name and Address of Reporting Person* Jupiter Acquisition Sub, Inc. (Last) (First) (Middle) 3050 BOWERS AVENUE (Street) SANTA CLARA CA 95054 (City) (State) (Zip)

Explanation of Responses:

1. In accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 16, 2009, by and among Applied Materials, Inc., a Delaware corporation ("Applied"), Jupiter Acquisition Sub, Inc., a Montana corporation and a wholly-owned subsidiary of Applied ("Acquisition Sub"), and Semitool, Inc., a Montana corporation ("Semitool"), on November 19, 2009, Acquisition Sub commenced a cash tender offer (the "Offer") to purchase all outstanding shares of common stock, no par value per share, of Semitool (the "Shares") at a price of $11.00 per Share, without interest thereon and less any required withholding tax, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 19, 2009, and in the related Letter of Transmittal, included as exhibits to the Tender Offer Statement on Schedule TO filed by Applied and Acquisition Sub on such date with the Securities and Exchange Commission.

2. The Offer expired at 12:00 midnight, Eastern Standard Time, on December 17, 2009. An aggregate of 31,383,084 Shares were validly tendered and not properly withdrawn immediately prior to the expiration of the Offer, representing approximately 95% of the Shares outstanding as of December 17, 2009. On December 18, 2009, Acquisition Sub accepted for payment all validly tendered and not properly withdrawn Shares.

3. Following Acquisition Sub's acceptance for payment of all validly tendered and not properly withdrawn Shares, on December 21, 2009, pursuant to the terms of the Merger Agreement, Semitool merged with and into Acquisition Sub (the "Merger") and each Share of Semitool (other than shares owned by Applied or Semitool or by shareholders of Semitool who property assert dissenters' rights under Montana law) was automatically converted into the right to receive $11.00 in cash, without interest thereon and less any required withholding tax. As a result of the Merger, Applied and Jupiter Acquisition Sub acquired beneficial ownership of 32,947,706 Shares, representing 100% of the Shares.

	APPLIED MATERIALS, INC., By /s/ Joseph J. Sweeney, Senior Vice President, General Counsel and Corporate Secretary	12/21/2009
	JUPITER ACQUISITION SUB, INC., By /s/ Thomas T. Edman, President	12/21/2009
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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