KLA CORP — Director's Dealing 2016

Nov 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2016-11-04

Reporting Person: Little Teri A. (SVP, GC and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-04	Common Stock	M	2500	—	Acquired	9994	Direct
2016-11-04	Common Stock	F	940	$74.52	Disposed	9054	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Unit	17483	Direct

Footnotes

F1: On November 4, 2015, the Reporting Person received a grant of restricted stock units ("RSUs") covering 10,000 shares of KLA-Tencor common stock. On November 4, 2016, the Reporting Person vested in 25% of such RSUs.

F2: Pursuant to the terms of the November 4, 2015 RSU grant, 940 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 November 4, 2016.

F3: Each restricted stock unit ("RSU") represents a contingent right to receive one share of KLA-Tencor common stock.

F4: 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.