KLA CORP — Director's Dealing 2015

Aug 11, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2015-08-07

Reporting Person: Bell Bobby R (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-07	Common Stock	S	399	$51.695	Disposed	25677.917	Direct
2015-08-07	Common Stock	S	1124	$51.93	Disposed	24553.917	Direct
2015-08-07	Common Stock	S	7534	$51.862	Disposed	17019.917	Direct
2015-08-07	Common Stock	S	897	$51.852	Disposed	16122.917	Direct
2015-08-07	Common Stock	S	410	$51.879	Disposed	15712.917	Direct
2015-08-07	Common Stock	M	3663	—	Acquired	19375.917	Direct
2015-08-07	Common Stock	F	1912	$52.35	Disposed	17463.917	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Units	60836	Direct

Footnotes

F1: This sale is effected pursuant to the terms of a Rule 10b5-1 trading plan adopted by the Reporting Person on June 5, 2015.

F2: This transaction was executed in multiple trades at prices ranging from $51.68 to $51.71. 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: This transaction was executed in multiple trades at prices ranging from $51.85 to $52.00. 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.

F4: This transaction was executed in multiple trades at prices ranging from $51.76 to $51.98. 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.

F5: This transaction was executed in multiple trades at prices ranging from $51.77 to $51.94. 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.

F6: This transaction was executed in multiple trades at prices ranging from $51.74 to $52.02. 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.

F7: On August 7, 2014, the Reporting Person received a grant of restricted stock units ("RSUs") covering 14,650 shares of KLA-Tencor common stock. On August 7, 2015, the Reporting Person vested in twenty-five percent (25%) of such RSUs.

F8: Pursuant to such terms of the August 7, 2014 RSU grant, 1,912 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.

F9: Each RSU represents a contingent right to receive one share of KLA-Tencor common stock.

F10: 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.