KLA CORP — Director's Dealing 2014

Nov 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2014-11-17

Reporting Person: WALLACE RICHARD P (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-17	Common Stock	S	10000	$79.252	Disposed	9660	Indirect
2014-11-17	Common Stock	S	478	$79.40	Disposed	9182	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Units	155025	Direct

Footnotes

F1: This sale was effected pursuant to the terms of a Rule 10b5-1 trading plan adopted by the Reporting Person on December 13, 2013.

F2: This transaction was executed in multiple trades at prices ranging from $79.15 to $79.66. 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: Shares held under the Wallace Living Trust u/a/d 03/27/01, as amended, a trust of which the Reporting Person is a trustee and beneficiary.

F4: Each restricted stock unit ("RSU") represents a contingent right to receive one share of KLA-Tencor common stock.

F5: 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.