KLA CORP — Director's Dealing 2020

Aug 10, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA CORP (KLAC)
CIK: 0000319201
Period of Report: 2020-08-06

Reporting Person: Donzella Oreste (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-06	Common Stock - Restricted Stock Units	A	3777	—	Acquired	32003	Direct
2020-08-06	Common Stock - Restricted Stock Units	A	4690	—	Acquired	36693	Direct
2020-08-06	Common Stock - Restricted Stock Units	M	2345	—	Disposed	34348	Direct
2020-08-06	Common Stock	M	2345	—	Acquired	8593	Direct
2020-08-06	Common Stock	F	1163	$203.59	Disposed	7430	Direct

Footnotes

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

F2: On August 6, 2020, the Reporting Person received a grant of RSUs. The RSUs vest 25% annually from the date of grant.

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: On August 3, 2017, in addition to the RSUs granted on that date that were subject only to service-vesting requirements (which RSUs were previously reported on a Form 4), the Reporting Person was also granted RSUs covering up to a maximum of 5,628 shares (based on 150% of the target shares of 3,752) of KLA common stock, subject to both performance-vesting and service-vesting requirements. On August 6, 2020, the Compensation Committee of KLA'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 4,690.

F5: The Reporting Person vested fifty percent (50%) of the performance-based RSUs upon the date on which the Compensation Committee of KLA's Board of Directors determined the level at which the underlying performance goals were attained (August 6, 2020) and will vest in the remaining fifty percent (50%) upon his completion of four years of service following the award (August 3, 2021). The shares of common stock will be issued as the performance-based RSUs vest.

F6: 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, 2020.