KLA CORP — Director's Dealing 2019

Feb 22, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2019-02-20

Reporting Person: Levy Asher (CEO - Orbotech Ltd.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-20	Common Stock	A	26273	—	Acquired	26273	Direct
2019-02-20	Common Stock	A	317	—	Acquired	26590	Direct
2019-02-20	Common Stock	A	757	—	Acquired	27347	Direct
2019-02-20	Common Stock - Restricted Stock Units	A	16715	—	Acquired	16715	Direct
2019-02-20	Common Stock - Restricted Stock Units	A	2985	—	Acquired	19700	Direct
2019-02-20	Common Stock - Restricted Stock Units	A	995	—	Acquired	20695	Direct
2019-02-20	Common Stock - Restricted Stock Units	A	3338	—	Acquired	24033	Direct
2019-02-20	Common Stock - Restricted Stock Units	A	1390	—	Acquired	25423	Direct
2019-02-20	Common Stock - Restricted Stock Units	A	6676	—	Acquired	32099	Direct
2019-02-20	Common Stock - Restricted Stock Units	A	5575	—	Acquired	37674	Direct
2019-02-20	Common Stock - Restricted Stock Units	A	2323	—	Acquired	39997	Direct
2019-02-20	Common Stock - Restricted Stock Units	A	2911	—	Acquired	42908	Direct
2019-02-20	Common Stock - Restricted Stock Units	A	1213	—	Acquired	44121	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-20	Non-Qualified Stock Option (Right to Buy)	$103.05	A	2576	Acquired	2025-06-20	Common Stock (2576.0)	Direct
2019-02-20	Non-Qualified Stock Option (Right to Buy)	$53.81	A	4901	Acquired	2024-06-28	Common Stock (4901.0)	Direct
2019-02-20	Non-Qualified Stock Option (Right to Buy)	$44.94	A	3174	Acquired	2023-09-11	Common Stock (3174.0)	Direct

Footnotes

F1: Received in exchange for 105,095 ordinary shares of Orbotech Ltd. in connection with the merger (the "Merger") of Tiburon Merger Sub Technologies Ltd. with and into Orbotech Ltd. Pursuant to the agreement governing the merger, each Orbotech ordinary share is entitled to receive $38.86 and 0.25 of a share of KLA-Tencor Corporation common stock, with cash in lieu of a fractional share.

F2: Received in exchange for 1,666 vested options to purchase Orbotech Ltd. ordinary shares at an exercise price of $15.57 per ordinary share in connection with the Merger.

F3: Received in exchange for 5,197 vested options to purchase Orbotech Ltd. ordinary shares at an exercise price of $27.45 per ordinary share in connection with the Merger.

F4: Each restricted stock unit ("RSU") represents a contingent right to receive one share of KLA-Tencor common stock.

F5: On February 20, 2019 the reporting person received a grant of RSUs which vest as to 50% of the award on July 1, 2019 and as to the remaining 50% of the award on December 31, 2019, subject to continued service.

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: Assumed by KLA-Tencor Corporation in connection with the Merger. Formerly represented unvested restricted stock units for 4,887 ordinary shares of Orbotech Ltd. The RSUs vest in full on August 3, 2019.

F8: Assumed by KLA-Tencor Corporation in connection with the Merger. Formerly represented unvested restricted stock units for 1,629 ordinary shares of Orbotech Ltd. The RSUs vest in full on August 3, 2019.

F9: Assumed by KLA-Tencor Corporation in connection with the Merger. Formerly represented unvested restricted stock units for 5,464 ordinary shares of Orbotech Ltd. The RSU vests as to 50% of the underlying shares on each of September 12, 2019 and September 12, 2020.

F10: Assumed by KLA-Tencor Corporation in connection with the Merger. Formerly represented unvested restricted stock units for 2,276 ordinary shares of Orbotech Ltd. The RSU vests as to 50% of the underlying shares on each of September 12, 2019 and September 12, 2020.

F11: Assumed by KLA-Tencor Corporation in connection with the Merger. Formerly represented unvested restricted stock units for 10,928 ordinary shares of Orbotech Ltd. The RSU vests as to 50% of the underlying shares on each of September 12, 2019 and September 12, 2020.

F12: Assumed by KLA-Tencor Corporation in connection with the Merger. Formerly represented unvested restricted stock units for 9,126 ordinary shares of Orbotech Ltd. The RSU vests as to 50% of the underlying shares on June 29, 2019 and 25% of the underlying shares on each of June 29, 2020 and 2021.

F13: Assumed by KLA-Tencor Corporation in connection with the Merger. Formerly represented unvested restricted stock units for 3,803 ordinary shares of Orbotech Ltd. The RSU vests as to 50% of the underlying shares on June 29, 2019 and 25% of the underlying shares on each of June 29, 2020 and 2021.

F14: Assumed by KLA-Tencor Corporation in connection with the Merger. Formerly represented unvested restricted stock units for 4,766 ordinary shares of Orbotech Ltd. The RSU vests as to 50% of the underlying shares on June 21, 2020 and 25% of the underlying shares on each of June 21, 2021 and 2022.

F15: Assumed by KLA-Tencor Corporation in connection with the Merger. Formerly represented unvested restricted stock units for 1,986 ordinary shares of Orbotech Ltd. The RSU vests as to 50% of the underlying shares on June 21, 2020 and 25% of the underlying shares on each of June 21, 2021 and 2022.

F16: Received in exchange for unvested options to purchase 4,217 Orbotech Ltd. ordinary shares at an exercise price of $62.95 per share in connection with the Merger.

F17: Vests as to 50% of the underlying shares on June 21, 2020 and 25% of the underlying shares on each of June 21, 2021 and 2022.

F18: Received in exchange for unvested options to purchase 8,024 Orbotech Ltd. ordinary shares at an exercise price of $32.87 per share in connection with the Merger.

F19: Vests as to 50% of the underlying shares on June 29, 2019 and 25% of the underlying shares on each of June 29, 2020 and 2021.

F20: Received in exchange for unvested options to purchase 5,196 Orbotech Ltd. ordinary shares at an exercise price of $27.45 per share in connection with the Merger.

F21: Vests as to 50% of the underlying shares on each of September 12, 2019 and 2020.