KLA CORP — Director's Dealing 2015

Feb 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2015-02-06

Reporting Person: Kirk Michael (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-06	Common Stock	A	6250	—	Acquired	6795	Direct
2015-02-06	Common Stock	F	2409	$62.61	Disposed	4386	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Units	67812	Direct

Footnotes

F1: On February 6, 2013, the Reporting Person received a grant of restricted stock units ("RSUs") covering 25,000 shares of KLA-Tencor common stock. On February 6, 2015, the Reporting Person vested twenty-five percent (25%) of such RSUs.

F2: Includes 129 shares acquired by the Reporting Person under the KLA-Tencor Employee Stock Purchase Plan on December 31, 2014.

F3: Pursuant to the terms of the February 6, 2013 RSU grant, 2,409 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding. 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 such vesting date.

F4: Each 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 a Form 4 within two business days of the date such assessment is made.