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: WALLACE RICHARD P (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-06	Common Stock	S	10424	$118.363	Disposed	47460	Direct
2018-08-06	Common Stock	S	3783	$118.847	Disposed	43677	Direct
2018-08-06	Common Stock - Restricted Stock Units	M	32829	—	Disposed	212584	Direct
2018-08-06	Common Stock	M	32829	—	Acquired	76506	Direct
2018-08-06	Common Stock	F	16277	$118.27	Disposed	60229	Direct
2018-08-06	Common Stock - Restricted Stock Units	M	13237	—	Disposed	199347	Direct
2018-08-06	Common Stock	M	13237	—	Acquired	73466	Direct
2018-08-06	Common Stock	F	6563	$118.27	Disposed	66903	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9182	Indirect

Footnotes

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

F2: Represents the weighted average sales price for the shares. The sales prices ranged from $118.10 to $118.77. 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 $118.36 to $119.30. 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 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 alsograntedRSUs covering up to a maximum of 66,187 shares (based on 125% of the target shares of 52,950) of KLA-Tencor common stock, subject to both performance-vesting and service-vesting requirements.OnAugust 2, 2018 the independent members of the KLA-Tencor Board of Directors determined the level at which the corporate performance goals were attained and, based on the assessment, determined thatthe number of shares subject to the RSUs is 65,658. On August 6, 2018, 50% of the RSUs 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 6, 2018.

F8: On August 6, 2015, the Reporting Person was granted an RSU for 52,950 shares of KLA-Tencor Common Stock. On August 6, 2018, 25% of those shares vested.

F9: Shares held under the Wallace Living Trust u/a/d 03/27/01, as amended, a trust of which the Reporting Person is a trustee and beneficiary.