KLA CORP — Director's Dealing 2011

Nov 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2011-11-15

Reporting Person: Bell Bobby R (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-15	Common Stock	A	10458	—	Acquired	32810	Direct
2011-11-15	Common Stock	F	4882	$48.42	Disposed	27928	Direct
2011-11-17	Common Stock	S	1394	$47.30	Disposed	26534	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Units	85700	Direct

Footnotes

F1: On November 15, 2007, Mr. Bell received a grant of performance-based restricted stock units ("RSUs") that, following the completion of fiscal year 2008, were determined by the Compensation Committee of KLA-Tencor's Board of Directors (in August 2008) to cover, based on KLA-Tencor's financial peformance during fiscal year 2008, 20,917 shares of KLA-Tencor common stock. On November 15, 2011, Mr. Bell vested in the remaining fifty percent (50%) of such RSUs.

F2: Pursuant to the terms of the November 15, 2007 performance-based RSU grant, 4,882 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.

F3: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 1, 2011.

F4: Each RSU represents a contingent right to receive one share of KLA-Tencor common stock.

F5: 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.