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: Donzella Oreste (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-30	Common Stock	J	136	$155.185	Acquired	5513	Direct
2020-07-31	Common Stock - Restricted Stock Units	A	6906	—	Acquired	31941	Direct
2020-08-01	Common Stock - Restricted Stock Units	M	1340	—	Disposed	30601	Direct
2020-08-01	Common Stock	M	1340	—	Acquired	6853	Direct
2020-08-01	Common Stock	F	464	$199.83	Disposed	6389	Direct
2020-08-02	Common Stock - Restricted Stock Units	M	1437	—	Disposed	29164	Direct
2020-08-02	Common Stock	M	1437	—	Acquired	7826	Direct
2020-08-02	Common Stock	F	497	$199.83	Disposed	7329	Direct

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

F4: On March 20, 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, 6,906 shares became eligible to vest on March 20, 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 5,360 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 5,748 shares of KLA common stock. On August 2, 2020, 25% of the RSUs vested.