KLA CORP — Director's Dealing 2011

Nov 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2011-11-01

Reporting Person: Bell Bobby R (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-01	Common Stock	M	1354	$37.05	Acquired	28192	Direct
2011-11-01	Common Stock	M	1896	$37.43	Acquired	30088	Direct
2011-11-01	Common Stock	S	7736	$45.4838	Disposed	22352	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-01	Non-Qualified Stock Option (Right to Buy)	$37.05	M	1354	Disposed	2012-11-08	Common Stock (1354)	Direct
2011-11-01	Non-Qualified Stock Option (Right to Buy)	$37.43	M	1896	Disposed	2012-11-08	Common Stock (1896)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Units	96158	Direct

Footnotes

F1: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 1, 2011.

F2: This transaction was executed in multiple trades at prices ranging from $45.3305 to $45.68. The price reported above reflects the weighted average purchase price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

F3: Each restricted stock unit ("RSU") represents a contingent right to receive one share of KLA-Tencor common stock.

F4: Does not include performance-based RSUs, if any, held by the Reporting Person for which an assessment has not yet been made regarding the achievement of the applicable performance goals. Any such holdings will be reported on Form 4 within two business days of the date such assessment is made.

F5: Represents a stock option granted on November 8, 2002, granting the Reporting Person the right to purchase up to 1,354 shares of KLA-Tencor common stock. 650 of the shares subject to this stock option vested on November 8, 2003, and 1/13 of the remaining 704 shares subject to this stock option vested on the 13-month anniversary of the grant date and each monthly anniversary thereafter until December 8, 2004.

F6: Represents a stock option granted on November 8, 2002, granting the Reporting Person the right to purchase up to 1,896 shares of KLA-Tencor common stock. 1/35 of the 1,896 shares subject to this stock option vested on the 26-month anniversary of the grant date and each monthly anniversary thereafter until November 8, 2007.