KLA CORP — Director's Dealing 2012

Aug 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2012-08-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-05	Common Stock	A	2475	—	Acquired	2772	Direct
2012-08-05	Common Stock	F	908	$52.10	Disposed	1864	Direct
2012-08-05	Common Stock	A	2475	—	Acquired	4339	Direct
2012-08-05	Common Stock	F	908	$52.10	Disposed	3431	Direct
2012-08-05	Common Stock	A	4000	—	Acquired	7431	Direct
2012-08-05	Common Stock	F	1468	$52.10	Disposed	5963	Direct
2012-08-06	Common Stock	S	5666	$52.3055	Disposed	297	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Units	30650	Direct

Footnotes

F1: On August 5, 2010, the Reporting Person received a grant of restricted stock units ("RSUs") covering 4,950 shares of KLA-Tencor common stock. On August 5, 2012, the Reporting Person vested in fifty percent (50%) of such RSUs.

F2: Pursuant to the terms of the August 5, 2010 RSU grant, 908 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: On August 5, 2010, the Reporting Person received a grant of performance-based RSUs that, following the completion of fiscal year 2012, was determined by the Compensation Committee of KLA-Tencor's Board of Directors (in August 2012) to cover, based on KLA-Tencor's financial performance during fiscal years 2011 and 2012, 4,950 shares of KLA-Tencor common stock. On August 5, 2012, the Reporting Person vested in fifty percent (50%) of such performance-based RSUs.

F4: Pursuant to the terms of the August 5, 2010 RSU grant, 908 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.

F5: On August 5, 2008, the Reporting Person received a grant of RSUs covering 8,000 shares of KLA-Tencor common stock. On August 5, 2012, the Reporting Person vested in fifty percent (50%) of such RSUs.

F6: Pursuant to the terms of the August 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.

F7: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 12, 2011.

F8: This transaction was executed in multiple trades at prices ranging from $52.20 to $52.41. 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.

F9: Each RSU represents a contingent right to receive one share of KLA-Tencor common stock.

F10: 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.