KLA CORP — Director's Dealing 2012

Apr 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2012-04-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-26	Common Stock	M	1267	$45.16	Acquired	1564	Direct
2012-04-26	Common Stock	S	1267	$55.16	Disposed	297	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-26	Non-Qualified Stock Option (Right to Buy)	$45.16	M	1267	Disposed	2014-04-26	Common Stock (1267)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Units	27650	Direct

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 12, 2011.

F2: Each restricted stock unit ("RSU") represents a contingent right to receive one share of KLA-Tencor common stock.

F3: 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.

F4: Represents a stock option granted on April 26, 2004, granting the Reporting Person the right to purchase up to 2,000 shares of KLA-Tencor common stock. 400 of the shares subject to this stock option vested on October 27, 2004, and 1/48 of the remaining 1,600 shares subject to this stock option vested on November 27, 2004 and each monthly anniversary thereafter until October 27, 2008.