KLA CORP — Director's Dealing 2011

Aug 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2011-08-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-13	Common Stock	A	12500	—	Acquired	140232	Direct
2011-08-13	Common Stock	F	5835	$35.93	Disposed	134397	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Units	201400	Direct

Footnotes

F1: On August 13, 2007, Mr. Wallace received a grant of performance-based restricted stock units ("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 and Mr. Wallace's achievement of pre-established strategic objectives during fiscal year 2008, 25,000 shares of KLA-Tencor common stock. On August 13, 2011, Mr. Wallace vested in the final fifty percent (50%) of such RSUs.

F2: Pursuant to the terms of the August 13, 2007 RSU grant, 5,835 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.

F3: Each 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 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.