KLA CORP — Director's Dealing 2017

Sep 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2017-08-31

Reporting Person: WALLACE RICHARD P (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-31	Common Stock - Restricted Stock Units	A	51480	—	Acquired	214449	Direct
2017-08-31	Common Stock - Restricted Stock Units	M	25740	—	Disposed	188709	Direct
2017-08-31	Common Stock	M	25740	—	Acquired	66174	Direct
2017-08-31	Common Stock	F	13432	$93.69	Disposed	52742	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 7, 2014, 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 55,000 shares (based on 125% of the target shares of 44,000) of KLA-Tencor common stock, subject to both performance-vesting and service-vesting requirements. On August 31, 2017 the independent members of the KLA-Tencor 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 51,480.

F3: 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.

F4: The Reporting Person vested fifty percent (50%) of the performance-based RSUs upon the date on which the independent members of the KLA-Tencor Board of Directors determined the level at which the underlying performance goals were attained (August 31, 2017) 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 7, 2014). The shares of common stock will be issued as the performance-based RSUs vest.

F5: Pursuant to the terms of the grant, 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 August 31, 2017.

F6: 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.