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: Trafas Brian M. (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-06	Common Stock	M	5000	—	Acquired	5000	Direct
2017-02-06	Common Stock	F	1936	$87	Disposed	3064	Direct
2017-02-07	Common Stock	S	3064	$86.89	Disposed	0	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Units	42783	Direct

Footnotes

F1: On February 6, 2013, the Reporting Person received a grant of RSUs covering 20,000 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, 1,936 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: Sold under a Rule 10b5-1 sales plan adopted as of November 29, 2016.

F4: 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. Any such holdings will be reported on a Form 4 within two business days of the date such assessment is made.