KLA CORP — Director's Dealing 2019

Aug 7, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA CORP (KLAC)
CIK: 0000319201
Period of Report: 2019-08-05

Reporting Person: Higgins Bren D. (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-05	Common Stock - Restricted Stock Units	M	2814	—	Disposed	58868	Direct
2019-08-05	Common Stock	M	2814	—	Acquired	7351	Direct
2019-08-05	Common Stock	F	1396	$133.24	Disposed	5955	Direct
2019-08-05	Common Stock	S	1654	$130.10	Disposed	4301	Direct
2019-08-06	Common Stock - Restricted Stock Units	M	8215	—	Disposed	50653	Direct
2019-08-06	Common Stock	M	8215	—	Acquired	12516	Direct
2019-08-06	Common Stock	F	4073	$135.64	Disposed	8443	Direct
2019-08-06	Common Stock - Restricted Stock Units	M	3312	—	Disposed	47341	Direct
2019-08-06	Common Stock	M	3312	—	Acquired	11755	Direct
2019-08-06	Common Stock	F	1643	$135.64	Disposed	10112	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of KLA common stock.

F2: On August 3, 2017, the reporting person was granted 11,256 RSUs. On August 3, 2019, 25% of those shares vested but were not released until August 5, 2019.

F3: 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.

F4: Pursuant to the terms of the grant, shares of KLA common stock were automatically withheld at vesting to cover required tax withholding. The fair market value of KLA common stock used for purposes of calculating the number of shares to be withheld was the closing price of KLA common stock as reported on August 2, 2019.

F5: This sale was effected pursuant to the terms of a Rule 10b5-1 trading plan adopted by the Reporting Person on June 11, 2019.

F6: On August 6, 2015, the reporting person was granted performance RSUs which the Compensation Committee determined in 2018 was for 16,430 shares based on the achievement of performance criteria. On August 6, 2019, the remaining 50% of the award vested.

F7: Pursuant to the terms of the grant, shares of KLA common stock were automatically withheld at vesting to cover required tax withholding. The fair market value of KLA common stock used for purposes of calculating the number of shares to be withheld was the closing price of KLA common stock as reported on August 6, 2019.

F8: On August 6, 2015, the reporting person was granted 13,250 RSUs. On August 6, 2019, the remaining RSUs vested.