KLA CORP — Director's Dealing 2012

Nov 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2012-11-11

Reporting Person: DENTINGER MARK P (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-11	Common Stock	A	20000	—	Acquired	32629	Direct
2012-11-11	Common Stock	F	9336	$46.24	Disposed	23293	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Units	84400	Direct

Footnotes

F1: On November 11, 2008, the Reporting Person received a grant of restricted stock units ("RSU's") covering 40,000 shares of KLA-Tencor common stock. On November 11, 2012, the Reporting Person vested in fifty percent (50%) of such RSUs.

F2: Pursuant to the terms of the November 11, 2008 RSU grant, 9,336 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: Each RSU represents a contingent right to receive one share of KLA-Tencor common stock.

F4: 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.