KLA CORP — Director's Dealing 2014

Aug 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2014-08-02

Reporting Person: Bell Bobby R (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-02	Common Stock	A	10400	—	Acquired	29127	Direct
2014-08-02	Common Stock	F	4560	$71.631	Disposed	24567	Direct
2014-08-02	Common Stock	A	2625	—	Acquired	27192	Direct
2014-08-02	Common Stock	F	987	$71.631	Disposed	26205	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Units	79250	Direct

Footnotes

F1: On August 2, 2012, the Reporting Person received a grant of restricted stock units ("RSUs") covering 20,800 shares of KLA-Tencor common stock. On August 2, 2014, the Reporting Person vested in fifty percent (50%) of such RSUs.

F2: Includes 394 shares acquired by the Reporting Person under the KLA-Tencor Employee Stock Purchase Plan on June 30, 2014.

F3: Pursuant to the terms of the August 2, 2012 RSU grant described in note (1) above, 4,560 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.

F4: On August 2, 2012, the Reporting Person received a grant of RSUs covering 10,500 shares of KLA-Tencor common stock. On August 2, 2014, the Reporting Person vested in twenty-five percent (25%) of such RSUs.

F5: Pursuant to the terms of the August 2, 2012 RSU grant described in note (4) above, 987 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.

F6: Each RSU represents a contingent right to receive one share of KLA-Tencor common stock.

F7: 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.