KLA CORP — Director's Dealing 2016

Aug 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2016-08-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-06	Common Stock	M	1787	—	Acquired	1787	Direct
2016-08-06	Common Stock	F	672	$77.63	Disposed	1115	Direct
2016-08-06	Common Stock	M	3313	—	Acquired	4428	Direct
2016-08-06	Common Stock	F	1246	$77.63	Disposed	3182	Direct
2016-08-07	Common Stock	M	2288	—	Acquired	5470	Direct
2016-08-07	Common Stock	F	860	$77.63	Disposed	4610	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Units	46315	Direct

Footnotes

F1: On August 6, 2013, the Reporting Person received a grant of restricted stock units ("RSUs") covering 7,150 shares of KLA-Tencor common stock. On August 6, 2016, the Reporting Person vested in twenty-five percent (25%) of such RSUs.

F2: Pursuant to such terms of the August 6, 2013 RSU grant, 672 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding. Because the vesting date of such RSUs occurred on a day on which the NASDAQ Stock Market was closed for trading, 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 last completed trading day immediately prior to such vesting date.

F3: On August 6, 2014, the Reporting Person received a grant of RSUs covering 13,250 shares of KLA-Tencor common stock. On August 6, 2016, the Reporting Person vested in twenty-five percent (25%) of such RSUs.

F4: Pursuant to such terms of the August 6, 2014 RSU grant, 1,246 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding. Because the vesting date of such RSUs occurred on a day on which the NASDAQ Stock Market was closed for trading, 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 last completed trading day immediately prior to such vesting date.

F5: On August 7, 2014, the Reporting Person received a grant of RSUs covering 9,150 shares of KLA-Tencor common stock. On August 7, 2016, the Reporting Person vested in twenty-five percent (25%) of such RSUs.

F6: Pursuant to such terms of the August 7, 2014 RSU grant, 860 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding. Because the vesting date of such RSUs occurred on a day on which the NASDAQ Stock Market was closed for trading, 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 last completed trading day immediately prior to such vesting date.

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.