KLA CORP — Director's Dealing 2012

Feb 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2012-02-16

Reporting Person: KAUFMAN STEPHEN P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-16	Common Stock	M	10000	$37.05	Acquired	26224	Indirect
2012-02-16	Common Stock	S	10000	$50.5868	Disposed	16224	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-16	Non-Qualified Stock Option (Right to Buy)	$37.05	M	5000	Disposed	2012-11-08	Common Stock (5000)	Direct
2012-02-16	Non-Qualified Stock Option (Right to Buy)	$37.05	M	5000	Disposed	2012-11-08	Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Units	2539	Direct

Footnotes

F1: By the Stephen P. Kaufman Trust UAD 5/24/2002, of which the Reporting Person is the trustee.

F2: This transaction was executed in multiple trades at prices ranging from $50.285 to $50.80. 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 one of two stock options granted on November 8, 2002, each granting the Reporting Person the right to purchase up to 5,000 shares of KLA-Tencor common stock. Each such option was immediately exercisable for all of the underlying shares on the date of grant.