KLA CORP — Director's Dealing 2017

Aug 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2017-08-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-04	Common Stock	M	5175	—	Acquired	5175	Direct
2017-08-04	Common Stock	F	2371	$88.83	Disposed	2804	Direct
2017-08-06	Common Stock	M	14569	—	Acquired	17373	Direct
2017-08-06	Common Stock	F	6952	$88.83	Disposed	10421	Direct
2017-08-07	Common Stock	M	2287	—	Acquired	12708	Direct
2017-08-07	Common Stock	F	1194	$92.01	Disposed	11514	Direct
2017-08-07	Common Stock	S	9567	$89.15	Disposed	1947	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Units	65801	Direct

Footnotes

F1: On August 4, 2016, the Reporting Person received a grant of RSUs covering 20,700 shares of KLA-Tencor common stock. On August 4, 2017, the Reporting Person vested in 25% of such RSUs.

F2: Pursuant to such terms of the August 4, 2016 RSU grant, 2,371 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding.

F3: On August 6, 2013, August 6, 2013, August 6, 2013 and August 6, 2015, the Reporting Person received a grant of RSUs or PRSUs covering 7,150 (RSU), 7,150 (PRSU), 10,000 (RSU) and 13,250 (RSU) shares of KLA-Tencor common stock, respectively. On August 6, 2017, the Reporting Person vested in 25%, 50%, 50% and 25% of such RSUs and PRSUs, respectively.

F4: Pursuant to such terms of the August 6, 2013, August 6, 2013, August 6, 2013 and August 6, 2015 grants, 6,952 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding.

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, 2017, the Reporting Person vested in 25% of such RSUs.

F6: Pursuant to such terms of the August 7, 2014 RSU grant, 1,194 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding.

F7: This sale was effected pursuant to the terms of a Rule 10b5-1 trading plan adopted by the Reporting Person on May 8, 2017.

F8: Each restricted stock unit ("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.