KLA CORP — Director's Dealing 2012

May 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2012-05-05

Reporting Person: Kirloskar Virendra A (SVP & Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-05	Common Stock	A	4000	—	Acquired	4297	Direct
2012-05-05	Common Stock	F	1468	$49.86	Disposed	2829	Direct
2012-05-07	Common Stock	S	2532	$49.53	Disposed	297	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Units	23650	Direct

Footnotes

F1: On May 5, 2008, the reporting person received a grant of restricted stock units ("RSUs") covering 8,000 shares of KLA-Tencor common stock. On May 5, 2012, the reporting person vested in the remaining fifty-percent (50%) of such RSUs.

F2: Pursuant to the terms of the May 5, 2008 RSU grant, 1,468 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 NASDAQ Stock Market on the last completed trading day immediately prior to such vesting date.

F3: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 12, 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.