KLA CORP — Director's Dealing 2018

Aug 8, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2018-08-06

Reporting Person: Trafas Brian M. (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-06	Common Stock	S	1739	$118.87	Disposed	649	Direct
2018-08-06	Common Stock - Restricted Stock Units	M	5456	—	Disposed	52209	Direct
2018-08-06	Common Stock	M	5456	—	Acquired	6105	Direct
2018-08-06	Common Stock	F	2706	$118.27	Disposed	3399	Direct
2018-08-06	Common Stock - Restricted Stock Units	M	2200	—	Disposed	50009	Direct
2018-08-06	Common Stock	M	2200	—	Acquired	5599	Direct
2018-08-06	Common Stock	F	1091	$118.27	Disposed	4508	Direct

Footnotes

F1: This sale was effected pursuant to the terms of a Rule 10b5-1 trading plan adopted by the Reporting Person on November 9, 2017.

F2: Each restricted stock unit ("RSU") represents a contingent right to receive one share of KLA-Tencor common stock.

F3: On August 6, 2015, 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 11,000 shares (based on 125% of the target shares of 8,800) of KLA-Tencor common stock, subject to both performance-vesting and service-vesting requirements. On August 2, 2018 the Compensation Committee of the KLA-Tencor 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 10,912. On August 6, 2018, 50% of the RSUs vested.

F4: 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.

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 6, 2018.

F6: On August 6, 2015, the Reporting Person was granted an RSU for 8,800 shares of KLA-Tencor Common Stock. On August 6, 2018, 25% of those shares vested.