KLA CORP — Director's Dealing 2017

Feb 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2017-02-06

Reporting Person: Kirk Michael (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-06	Common Stock	M	6250	—	Acquired	6695	Direct
2017-02-06	Common Stock	F	2400	$87	Disposed	4295	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Units	86606	Direct

Footnotes

F1: On February 6, 2013, the Reporting Person received a grant of RSUs covering 25,000 shares of KLA-Tencor common stock. On February 6, 2017, the Reporting Person vested in twenty-five percent (25%) of such RSUs.

F2: Pursuant to such terms of the February 6, 2013 RSU grant, 2,400 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 the vesting date.

F3: Each restricted stock unit ("RSU") represents a contingent right to receive one share of KLA-Tencor common stock. 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.