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: Khan Ahmad A. (EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-31	Common Stock - Restricted Stock Units	A	10705	—	Acquired	70192	Direct
2017-08-31	Common Stock - Restricted Stock Units	M	5353	—	Disposed	64839	Direct
2017-08-31	Common Stock	M	5353	—	Acquired	6760	Direct
2017-08-31	Common Stock	F	2793	$93.69	Disposed	3967	Direct
2017-09-04	Common Stock	M	1778	—	Acquired	5745	Direct
2017-09-04	Common Stock	F	928	$94.08	Disposed	4817	Direct
2017-09-04	Common Stock	M	4445	—	Acquired	9262	Direct
2017-09-04	Common Stock	F	2320	$94.08	Disposed	6942	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Units	58616	Direct

Footnotes

F1: Each restricted stock unit ("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 11,437 shares (based on 125% of the target shares of 9,150) of KLA-Tencor common stock, subject to both performance-vesting and service-vesting requirements. On August 31, 2017 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 10,705.

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 Compensation Committee of KLA-Tencor's 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: On September 4, 2013, the Reporting Person received a grant of restricted stock units ("RSUs") covering 7,112 shares of KLA-Tencor common stock. On September 4, 2017, the Reporting Person vested in twenty-five percent (25%) of such RSUs.

F7: 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 September 1, 2017.

F8: On September 4, 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 8,891 shares of KLA-Tencor common stock. On September 4, 2017, the Reporting Person vested in fifty percent (50%) of such performance-based RSUs.

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. Reflects the transactions in footnotes (6) and (8) above.