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KLA CORP Director's Dealing 2011

Sep 9, 2011

29827_dirs_2011-09-09_590deb01-22e6-41ed-9546-cad260f844b5.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2011-09-08

Reporting Person: Martin Brian (Executive VP & General Counsel)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-09-08 Common Stock S 8000 $35.6152 Disposed 14899 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock - Restricted Stock Units 45350 Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $35.60 to $35.64. 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.

F2: Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of KLA-Tencor common stock.

F3: Does not include performance-based RSUs, if any, held by Mr. Martin 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.