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: WALLACE RICHARD P (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-06	Common Stock	M	11125	—	Acquired	91500	Direct
2016-08-06	Common Stock	F	5806	$77.63	Disposed	85694	Direct
2016-08-06	Common Stock	M	13238	—	Acquired	98932	Direct
2016-08-06	Common Stock	F	6908	$77.63	Disposed	92024	Direct
2016-08-07	Common Stock	M	11000	—	Acquired	103024	Direct
2016-08-07	Common Stock	F	5740	$77.63	Disposed	97284	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9182	Indirect
Common Stock - Restricted Stock Units	155537	Direct

Footnotes

F1: On August 6, 2013, the Reporting Person received a grant of restricted stock units ("RSUs") covering 44,500 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, 5,806 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, 2015, the Reporting Person received a grant of RSUs covering 52,950 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, 6,908 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 44,000 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, 5,740 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: 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.

F8: Each RSU represents a contingent right to receive one share of KLA-Tencor common stock.

F9: 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.