KLA CORP — Director's Dealing 2012

Feb 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2012-01-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-31	Common Stock	M	1000	$40.14	Acquired	118735	Direct
2012-01-31	Common Stock	S	21000	$51.5445	Disposed	97735	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-31	Non-Qualified Stock Option (Right to Buy)	$40.14	M	1000	Disposed	2013-05-22	Common Stock (1000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Units	201400	Direct

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 15, 2009, as modified on December 9, 2011.

F2: This transaction was executed in multiple trades at prices ranging from $51.25 to $51.78. 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: Represents a stock option granted on May 22, 2003, granting the Reporting Person the right to purchase up to 1,000 shares of KLA-Tencor common stock. All of the shares subject to this stock option vested on May 22, 2004.

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.