KLA CORP — Director's Dealing 2015

Aug 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2015-08-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-04	Common Stock	M	27050	—	Acquired	34754	Direct
2015-08-04	Common Stock	F	13605	$51.85	Disposed	21149	Direct
2015-08-04	Common Stock	M	27050	—	Acquired	48199	Direct
2015-08-04	Common Stock	F	14115	$51.85	Disposed	34084	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9182	Indirect
Common Stock - Restricted Stock Units	89150	Direct

Footnotes

F1: On August 4, 2011, the Reporting Person received a grant of performance-based restricted stock units ("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 year 2013, 54,100 shares of KLA-Tencor common stock. On August 4, 2015, the Reporting Person vested in fifty percent (50%) of the performance-based RSUs.

F2: Pursuant to the terms of the August 4, 2011 performance-based RSU grant, 13,605 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: On August 4, 2011, the Reporting Person received a grant of RSUs covering 54,100 shares of KLA-Tencor common stock. On August 4, 2015, the Reporting Person vested in fifty percent (50%) of such RSUs.

F4: Pursuant to such terms of the August 4, 2011 RSU grant, 14,115 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.

F5: 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.

F6: Each RSU represents a contingent right to receive one share of KLA-Tencor common stock.

F7: 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.