KLA CORP — Director's Dealing 2020

Aug 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA CORP (KLAC)
CIK: 0000319201
Period of Report: 2020-07-31

Reporting Person: WALLACE RICHARD P (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-30	Common Stock	J	136	$155.185	Acquired	76906	Direct
2020-07-31	Common Stock - Restricted Stock Units	A	41441	—	Acquired	173345	Direct
2020-08-01	Common Stock - Restricted Stock Units	M	6432	—	Disposed	166913	Direct
2020-08-01	Common Stock	M	6432	—	Acquired	83338	Direct
2020-08-01	Common Stock	F	3189	$199.83	Disposed	80149	Direct
2020-08-02	Common Stock - Restricted Stock Units	M	6897	—	Disposed	160016	Direct
2020-08-02	Common Stock	M	6897	—	Acquired	87046	Direct
2020-08-02	Common Stock	F	3420	$199.83	Disposed	83626	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9182	Indirect

Footnotes

F1: Purchased under the registrant's employee stock purchase plan.

F2: Represents 85% of the closing price of the registrant's stock on the employee stock purchase plan start date.

F3: Each RSU represents a contingent right to receive one share of KLA common stock.

F4: On April 11, 2019, the reporting person was granted performance-based RSUs that would be eligible to vest, subject to continued service on each vesting date, in three equal installments as early as the third, fourth and fifth anniversaries of the grant date provided that the trailing 20-day average of the closing price of KLA common stock plus aggregate cash dividends distributed per share on any date since the grant date exceeded $174.5865, $203.6843 and $232.782, respectively. On July 31, 2020, it was determined that the 20-day trailing average plus cash dividends distributed per share since the grant date exceeded the second threshold of $203.6843. As a result, 41,441 shares became eligible to vest on April 11, 2023, subject to continued service on that date.

F5: 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.

F6: On August 1, 2019, the reporting person was granted RSUs for 25,726 shares of KLA common stock. On August 1, 2020, 25% of the RSUs 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 July 31, 2020.

F8: On August 2, 2018, the reporting person was granted RSUs for 27,589 shares of KLA common stock. On August 2, 2020, 25% of the RSUs 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.