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: WALLACE RICHARD P (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-02	Common Stock	M	29437	—	Acquired	88178	Direct
2016-08-02	Common Stock	F	13433	$75.72	Disposed	74745	Direct
2016-08-02	Common Stock	M	11775	—	Acquired	86520	Direct
2016-08-02	Common Stock	F	6145	$75.72	Disposed	80375	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9182	Indirect
Common Stock - Restricted Stock Units	108200	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 August 2014) to cover, based on KLA-Tencor's financial performance during fiscal year 2014, 58,875 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, 13,433 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 47,100 shares of KLA-Tencor common stock. On August 2, 2016, the Reporting Person vested in twenty-five percent (25%) of such RSUs.

F5: Pursuant to the terms of the August 2, 2012 RSU grant described in note (4) above, 6,145 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding.

F6: 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.

F7: Each RSU represents a contingent right to receive one share of KLA-Tencor common stock.

F8: 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.