KLA CORP — Director's Dealing 2018

Aug 9, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2018-08-07

Reporting Person: Kirloskar Virendra A (SVP & Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-07	Common Stock	S	1684	$117.579	Disposed	951	Direct
2018-08-07	Common Stock	S	100	$118.15	Disposed	851	Direct
2018-08-07	Common Stock	S	554	$118.697	Disposed	297	Direct
2018-08-07	Common Stock - Restricted Stock Units	M	2135	—	Disposed	16589	Direct
2018-08-07	Common Stock	M	2135	—	Acquired	2432	Direct
2018-08-07	Common Stock	F	1059	$118.16	Disposed	1373	Direct
2018-08-07	Common Stock - Restricted Stock Units	M	912	—	Disposed	15677	Direct
2018-08-07	Common Stock	M	912	—	Acquired	2285	Direct
2018-08-07	Common Stock	F	453	$118.16	Disposed	1832	Direct

Footnotes

F1: This sale was effected pursuant to the terms of a Rule 10b5-1 trading plan adopted by the Reporting Person on January 31, 2018.

F2: Represents the weighted average sales price for the shares. The sales prices ranged from $117.11 to $118.04. The reporting person will provide upon request full information regarding the number of shares sold at each separate price.

F3: Represents the weighted average sales price for the shares. The sales prices ranged from $118.33 to $119.07. The reporting person will provide upon request full information regarding the number of shares sold at each separate price.

F4: Each RSU represents a contingent right to receive one share of KLA-Tencor common stock.

F5: 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 4,562 shares (based on 125% of the target shares of 3,650) 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 4,270. On August 7, 2018, the remaining 50% of the shares vested.

F6: 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.

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 August 7, 2018.

F8: On August 7, 2014, the Reporting Person was granted an RSU for 3,650 shares of KLA-Tencor Common Stock. On August 7, 2018, the remaining 25% of those shares vested.