KLA CORP — Director's Dealing 2012

May 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2012-05-02

Reporting Person: BARNHOLT EDWARD W (Director, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-02	Common Stock	M	5000	$37.05	Acquired	44167	Indirect
2012-05-02	Common Stock	M	5000	$37.05	Acquired	49167	Indirect
2012-05-02	Common Stock	M	2500	$51.35	Acquired	51667	Indirect
2012-05-02	Common Stock	M	1250	$49.99	Acquired	52917	Indirect
2012-05-02	Common Stock	S	13750	$51.82	Disposed	39167	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-02	Non-Qualified Stock Option (Right to Buy)	$37.05	M	5000	Disposed	2012-11-08	Common Stock (5000)	Direct
2012-05-02	Non-Qualified Stock Option (Right to Buy)	$37.05	M	5000	Disposed	2012-11-08	Common Stock (5000)	Direct
2012-05-02	Non-Qualified Stock Option (Right to Buy)	$51.35	M	2500	Disposed	2012-08-02	Common Stock (2500)	Direct
2012-05-02	Non-Qualified Stock Option (Right to Buy)	$49.99	M	1250	Disposed	2012-11-04	Common Stock (1250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Units	3809	Direct

Footnotes

F1: By The Barnholt Family Trust dated January 8, 1987, of which the Reporting Person is a trustee and beneficiary.

F2: This transaction was executed in multiple trades at prices ranging from $51.74 to $52.00. The price reported above reflects the weighted average sales 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.

F3: Each restricted stock unit ("RSU") represents a contingent right to receive one share of KLA-Tencor common stock.

F4: The option was granted for 5,000 shares of KLA-Tencor common stock on November 8, 2002 and was immediately exercisable for all of the underlying shares on the date of grant.

F5: The option was granted for 5,000 shares of KLA-Tencor common stock on November 8, 2002 and was immediately exercisable for all of the underlying shares on the date of grant.

F6: The option was granted for 2,500 shares of KLA-Tencor common stock on August 2, 2005 and was immediately exercisable for all of the underlying shares on the date of grant.

F7: The option was granted for 1,250 shares of KLA-Tencor common stock on November 4, 2005 and was immediately exercisable for all of the underlying shares on the date of grant.