KLA CORP — Director's Dealing 2012

Aug 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2012-08-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-02	Common Stock - Restricted Stock Units	A	4950	—	Acquired	28600	Direct
2012-08-02	Common Stock - Restricted Stock Units	A	11000	—	Acquired	39600	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	297	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of KLA-Tencor common stock.

F2: On August 5, 2010, in addition to the RSUs granted on that date that were subject only to service-vesting requirements (which RSUs have been previously reported on Form 4), the Reporting Person was also granted RSUs covering up to 4,950 shares of KLA-Tencor common stock, subject to both performance-vesting and service-vesting requirements. Following the completion of KLA-Tencor's audited financial statements for the 2012 fiscal year, the Compensation Committee of KLA-Tencor's Board of Directors determined on August 2, 2012 the level at which the corporate performance goals were attained and, based on the assessment, determined that the number of shares subject to the RSUs is 4,950.

F3: The Reporting Person will vest in fifty percent (50%) of the RSUs upon his completion of two years of service with KLA-Tencor measured from the grant date (August 5, 2010) and will vest in the remaining fifty percent (50%) upon his completion of an additional two years of service thereafter. The shares of common stock will be issued as the RSUs vest.

F4: Represents grants of RSUs subject only to service-vesting requirements. 4,700 of these RSUs are subject to the following vesting schedule: The Reporting Person will vest in twenty-five percent (25%) of the RSUs on the one-year anniversary of the grant date (August 2, 2012) and an additional twenty-five percent (25%) on each annual anniversary of the grant date thereafter through August 2, 2016, in each case subject to the Reporting Person continuing as a service provider to KLA-Tencor through the applicable vesting date. The remaining 6,300 of these RSUs are subject to the following vesting schedule: The Reporting Person will vest in fifty percent (50%) of the RSUs upon his completion of two years of service with KLA-Tencor measured from the grant date (August 2, 2012) and will vest in the remaining fifty percent (50%) upon his completion of an additional two years of service thereafter. With respect to all of these RSUs, the shares of common stock will be issued as the RSUs vest.

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.