KLA CORP — Director's Dealing 2015

Sep 11, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2015-09-09

Reporting Person: Trafas Brian M. (SVP, Global Customer Org.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-09	Common Stock	M	3250	—	Acquired	3250	Direct
2015-09-09	Common Stock	F	1696	$49.35	Disposed	1554	Direct
2015-09-09	Common Stock	M	3250	—	Acquired	4804	Direct
2015-09-09	Common Stock	F	1696	$49.35	Disposed	3108	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Units	33769	Direct

Footnotes

F1: On September 9, 2011, the Reporting Person received a grant of restricted stock units ("RSUs") covering 6,500 shares of KLA-Tencor common stock. On September 9, 2015, the Reporting Person vested in fifty percent (50%) of such RSUs.

F2: Pursuant to the terms of the September 9, 2011 RSU grant, 1,696 shares of KLA-Tencor common stock were automatically withheld on the vesting date 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.

F3: On September 9, 2011, the Reporting Person received a grant of performance-based RSUs that, following the completion of fiscal year 2013, was determined by the Compensation Committee of KLA-Tencor's Board of Directors (in August 2013) to cover, based on KLA-Tencor's financial performance during fiscal years 2012 and 2013, 6,500 shares of KLA-Tencor common stock. On September 9, 2015, the Reporting Person vested in fifty percent (50%) of such performance-based RSUs.

F4: Pursuant to the terms of the September 9, 2011 performance-based RSU grant, 1,696 shares of KLA-Tencor common stock were automatically withheld on the vesting date 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.

F5: Each RSU represents a contingent right to receive one share of KLA-Tencor common stock.

F6: 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.