KLA CORP — Director's Dealing 2016

Aug 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2016-08-02

Reporting Person: Bell Bobby R (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-02	Common Stock	M	6562	—	Acquired	7272.917	Direct
2016-08-02	Common Stock	F	2485	$75.72	Disposed	4787.917	Direct
2016-08-02	Common Stock	M	10400	—	Acquired	15187.917	Direct
2016-08-02	Common Stock	F	5427	$75.72	Disposed	9760.917	Direct
2016-08-02	Common Stock	M	2625	—	Acquired	12385.917	Direct
2016-08-02	Common Stock	F	1370	$75.72	Disposed	11015.917	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Units	41561	Direct

Footnotes

F1: On August 2, 2012, the Reporting Person received a grant of performance-based restricted stock units ("RSUs") that, following the completion of fiscal year 2014, was determined by the Compensation Committee of KLA-Tencor's Board of Directors (in September 2015) to cover, based on KLA-Tencor's financial performance during fiscal year 2014, 13,125 shares of KLA-Tencor common stock. On August 2, 2016, the Reporting person vested in fifty percent (50%) of the performance-based RSUs.

F2: Includes 363 shares acquired by the Reporting Person under the KLA-Tencor Employee Stock Purchase Plan on June 30, 2016.

F3: Pursuant to such terms of the August 2, 2012 performance-based RSU grant, 2,485 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding.

F4: On August 2, 2012, the Reporting Person received a grant of RSUs covering 20,800 shares of KLA-Tencor common stock. On August 2, 2016, the Reporting Person vested in fifty percent (50%) of such RSUs.

F5: Pursuant to such terms of the August 2, 2012 RSU grant described in note (4) above, 5,427 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding.

F6: On August 2, 2012, the Reporting Person received a grant of RSUs covering 10,500 shares of KLA-Tencor common stock. On August 2, 2016, the Reporting Person vested in fifty percent (50%) of such RSUs.

F7: Pursuant to such terms of the August 2, 2012 RSU grant described in note (6) above, 1,370 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding.

F8: Each RSU represents a contingent right to receive one share of KLA-Tencor common stock.

F9: 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.