KLA CORP — Director's Dealing 2011

Aug 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2011-08-04

Reporting Person: WALLACE RICHARD P (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-04	Common Stock - Restricted Stock Units	A	54100	—	Acquired	334545	Direct
2011-08-06	Common Stock	A	28750	—	Acquired	92156	Direct
2011-08-06	Common Stock	F	13421	$36.20	Disposed	78735	Direct
2011-08-06	Common Stock	A	28750	—	Acquired	107485	Direct
2011-08-06	Common Stock	F	13421	$36.20	Disposed	94064	Direct
2011-08-06	Common Stock	A	37000	—	Acquired	131064	Direct
2011-08-06	Common Stock	F	17272	$36.20	Disposed	113792	Direct
2011-08-08	Common Stock	A	26145	—	Acquired	139937	Direct
2011-08-08	Common Stock	F	12205	$34.23	Disposed	127732	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Units	213900	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of KLA-Tencor common stock.

F2: Represents a grant of RSUs subject only to service-vesting requirements. Mr. Wallace will vest in fifty percent (50%) of the RSUs upon his completion of two years of service with KLA-Tencor measured from the grant date (August 4, 2011) and will vest in the remaining fifty percent (50%) upon his completion of an additional two years of service thereafter. The shares of common stock will be issued as the RSUs vest.

F3: Does not include performance-based RSUs, if any, held by Mr. Wallace for which an assessment has not yet been made regarding the achievement of the applicable performance goals. Any such holdings will be reported on a Form 4 within two business days of the date such assessment is made.

F4: On August 6, 2009, Mr. Wallace received a grant of RSUs covering 57,500 shares of KLA-Tencor common stock. On August 6, 2011, Mr. Wallace vested in fifty percent (50%) of such RSUs.

F5: Includes 645 shares acquired by Mr. Wallace under the KLA-Tencor Employee Stock Purchase Plan on June 30, 2011.

F6: Pursuant to the terms of the August 6, 2009 RSU grant, 13,421 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding. Because the vesting date of such RSUs occurred on a day on which the NASDAQ Stock Market was closed for trading, the fair market value of KLA-Tencor common stock used for purposes of calculating the number of shares to be withheld was the closing price of KLA-Tencor common stock as reported on the last completed trading day immediately prior to such vesting date.

F7: On August 6, 2009, Mr. Wallace received a grant of performance-based RSUs that, following the completion of fiscal year 2010, were determined by the independent members of KLA-Tencor's Board of Directors (in August 2010) to cover, based on KLA-Tencor's financial performance during fiscal year 2010, 57,500 shares of KLA-Tencor common stock. On August 6, 2011, Mr. Wallace vested in fifty percent (50%) of such performance-based RSUs.

F8: Pursuant to the terms of the August 6, 2009 performance-based RSU grant, 13,421 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding. Because the vesting date of such RSUs occurred on a day on which the NASDAQ Stock Market was closed for trading, the fair market value of KLA-Tencor common stock used for purposes of calculating the number of shares to be withheld was the closing price of KLA-Tencor common stock as reported on the last completed trading day immediately prior to such vesting date.

F9: On August 6, 2009, Mr. Wallace received a supplemental grant of RSUs covering 74,000 shares of KLA-Tencor common stock. On August 6, 2011, Mr. Wallace vested in fifty percent (50%) of such RSUs.

F10: Pursuant to the terms of the August 6, 2009 supplemental RSU grant, 17,272 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding. Because the vesting date of such RSUs occurred on a day on which the NASDAQ Stock Market was closed for trading, the fair market value of KLA-Tencor common stock used for purposes of calculating the number of shares to be withheld was the closing price of KLA-Tencor common stock as reported on the last completed trading day immediately prior to such vesting date.

F11: On August 8, 2007, Mr. Wallace received a grant of performance-based RSUs that, following completion of fiscal year 2008, were determined by the independent members of KLA-Tencor's Board of Directors (in August 2008) to cover, based on KLA-Tencor's financial performance during fiscal year 2008, 52,291 shares of KLA-Tencor common stock. On August 8, 2011, Mr. Wallace vested in the final fifty percent (50%) of such RSUs.

F12: Pursuant to the terms of the August 8, 2007 performance-based RSU grant, 12,205 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding. The fair market value of KLA-Tencor common stock used for purposes of calculating the number of shares to be withheld was the closing price of KLA-Tencor common stock as reported on the NASDAQ Stock Market on such vesting date.

F13: Reflects the vesting of RSUs on August 6, 2011 and August 8, 2011, as described above. Does not include performance-based RSUs, if any, held by Mr. Wallace for which an assessment has not yet been made regarding the achievement of the applicable performance goals. Any such holdings will be reported on a Form 4 within two business days of the date such assessment is made.