KLA CORP — Director's Dealing 2016

Sep 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2016-09-07

Reporting Person: Higgins Bren D. (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-07	Common Stock - Restricted Stock Units	A	8937	—	Acquired	46467	Direct
2016-09-07	Common Stock	M	4468	—	Acquired	9078	Direct
2016-09-07	Common Stock	F	2332	$70.80	Disposed	6746	Direct
2016-09-07	Common Stock	M	785	—	Acquired	7531	Direct
2016-09-07	Common Stock	F	296	$70.80	Disposed	7235	Direct
2016-09-07	Common Stock	M	1570	—	Acquired	8805	Direct
2016-09-07	Common Stock	F	607	$70.80	Disposed	8198	Direct
2016-09-07	Common Stock	M	1962	—	Acquired	10160	Direct
2016-09-07	Common Stock	F	738	$70.80	Disposed	9422	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of KLA-Tencor common stock.

F2: On August 6, 2013, in addition to the RSUs granted on that date that were subject only to service-vesting requirements (which RSUs were previously reported on Form 4), the Reporting Person was also granted RSUs covering up to a maximum of 8,937 shares (based on 125% of the target shares of 7,150) of KLA-Tencor common stock, subject to both performance-vesting and service-vesting requirements. Following the completion of KLA-Tencor's audited financial statements for the 2016 fiscal year, on September 7, 2016 the Compensation Committee of KLA-Tencor's Board of Directors determined the level at which the corporate performance goals were attained and, based on the assessment, determined that the number of shares subject to the RSUs is 8,937.

F3: The Reporting Person vested fifty percent (50%) of the performance-based RSUs upon the date on which the Compensation Committee of KLA-Tencor's Board of Directors determined the level at which the underlying performance goals were attained (September 7, 2016) and will vest in the remaining fifty percent (50%) upon his completion of four years of service following the grant date of the award (August 6, 2013). The shares of common stock will be issued as the performance-based RSUs vest.

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.

F5: Reflects an increase of 8,937 RSUs in connection with the determination of the level at which the August 6, 2013 performance-based RSUs were attained, less the fifty percent (50%) of such award that vested upon such assessment, as described in footnote 3, and less the shares that vested that are noted in footnotes 8, 10 and 12 below.

F6: As noted in Footnote 2, on August 6, 2013, the Reporting Person received a grant of performance-based RSUs that, following the completion of fiscal year 2016, was determined by the Compensation Committee of KLA-Tencor's Board of directors (on September 7, 2016) to cover 8,937 shares of KLA-Tencor common stock. On September 7, 2016, the Reporting Person vested in fifty percent (50%) of such performance-based RSUs.

F7: Pursuant to such terms of the August 6, 2013 RSU grant, 2332 shares of KLA-Tencor common stock were automatically withheld on the vesting date 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 September 7, 2016.

F8: On September 7, 2012, the Reporting Person received a grant of restricted stock units covering 3,140 shares of KLA-Tencor common stock. On September 7, 2016, the Reporting Person vested in twenty-five percent (25%) of such RSUs.

F9: Pursuant to such terms of the September 7, 2012 RSU grant, 296 shares of KLA-Tencor common stock were automatically withheld on the vesting date 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 on September 7, 2016.

F10: On September 7, 2012, the Reporting Person received a grant of restricted stock units covering 3,140 shares of KLA-Tencor common stock. On September 7, 2016, the Reporting Person vested in 50% of such RSUs.

F11: Pursuant to such terms of the September 7, 2012 RSU grant, 607 shares of KLA-Tencor common stock were automatically withheld on the vesting date 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 September 7, 2016.

F12: Represents vesting of 50% of an award of RSUs granted on September 7, 2012 with both performance vesting and service vesting requirements.

F13: Pursuant to such terms of the September 7, 2012 RSU grant, 738 shares of KLA-Tencor common stock were automatically withheld on the vesting date 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 September 7, 2016.