KLA CORP — Director's Dealing 2015

Aug 10, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2015-08-06

Reporting Person: Martin Brian (Executive VP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-06	Common Stock	M	1563	—	Acquired	3402	Direct
2015-08-06	Common Stock	F	588	$51.95	Disposed	2814	Direct
2015-08-06	Common Stock - Restricted Stock Units	A	8800	—	Acquired	21099	Direct

Footnotes

F1: On August 6, 2013, the Reporting Person received a grant of restricted stock units ("RSUs") covering 6,250 shares of KLA-Tencor common stock. On August 6, 2015, the Reporting Person vested in twenty-five percent (25%) of such RSUs.

F2: Pursuant to such terms of the August 6, 2013 RSU grant, 588 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.

F3: Each RSU represents a contingent right to receive one share of KLA-Tencor common stock.

F4: Represents a grant of RSUs subject only to service-vesting requirements. The Reporting Person will vest twenty-five percent (25%) of the RSUs on the one-year anniversary of the grant date (August 6, 2016) and an additional twenty-five percent (25%) on each annual anniversary of the grant date thereafter through August 6, 2019, in each case subject to the Reporting Person continuing as a service provider to KLA-Tencor through the applicable vesting date. The shares of common stock will be issued as the RSUs vest.

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.