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: WALLACE RICHARD P (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-07	Common Stock - Restricted Stock Units	A	55625	—	Acquired	183350	Direct
2016-09-07	Common Stock	M	27812	—	Acquired	125096	Direct
2016-09-07	Common Stock	F	14513	$70.80	Disposed	110583	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9182	Indirect

Footnotes

F1: Each 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 55,625 shares (based on 125% of the target shares of 44,500) 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 55,625.

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 55,625 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

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 55,625 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 the terms of the August 6, 2013 RSU grant, 14,513 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 September 7, 2016.

F8: 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.