Sec Form 4 Filing - Bell Bobby R @ KLA TENCOR CORP - 2013-07-30

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Bell Bobby R
2. Issuer Name and Ticker or Trading Symbol
KLA TENCOR CORP [ KLAC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last) (First) (Middle)
C/O KLA-TENCOR CORPORATION, ONE TECHNOLOGY DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
07/30/2013
(Street)
MILPITAS, CA95035
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/30/2013 M 3,875 A $ 45.16 18,355 D
Common Stock 07/30/2013 S( 1 ) 3,875 D $ 58.102 ( 2 ) 14,480 D
Common Stock 07/30/2013 M 2,325 A $ 40.66 16,805 D
Common Stock 07/30/2013 S( 1 ) 2,325 D $ 58.102 ( 3 ) 14,480 D
Common Stock 07/30/2013 M 20,500 A $ 39.89 34,980 D
Common Stock 07/30/2013 S( 1 ) 20,500 D $ 58.404 ( 4 ) 14,480 D
Common Stock 07/30/2013 M 10,250 A $ 39.89 24,730 D
Common Stock 07/30/2013 S( 1 ) 10,250 D $ 58.404 ( 5 ) 14,480 D
Common Stock - Restricted Stock Units ( 6 ) 127,000 ( 7 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy) $ 45.16 07/30/2013 M 3,875 ( 8 ) 04/26/2014 Common Stock 3,875 $ 0 0 D
Non-Qualified Stock Option (Right to Buy) $ 40.66 07/30/2013 M 2,325 ( 9 ) 08/02/2014 Common Stock 2,325 $ 0 0 D
Non-Qualified Stock Option (Right to Buy) $ 39.89 07/30/2013 M 20,500 ( 10 ) 09/16/2014 Common Stock 20,500 $ 0 0 D
Non-Qualified Stock Option (Right to Buy) $ 39.89 07/30/2013 M 10,250 ( 11 ) 09/16/2014 Common Stock 10,250 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bell Bobby R
C/O KLA-TENCOR CORPORATION
ONE TECHNOLOGY DRIVE
MILPITAS, CA95035
Executive Vice President
Signatures
Brian M. Martin as Attorney-in-Fact for Bobby R. Bell 08/01/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This sale was effected pursuant to the terms of a Rule 105-1 trading plan adopted by the Reporting Person on May 30, 2013.
( 2 )This transaction was executed in multiple trades at prices ranging from $58.02 to $58.18. The price reported above reflects the weighted-average sales price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
( 3 )This transaction was executed in multiple trades at prices ranging from $58.06 to $58.21. The price reported above reflects the weighted-average sales price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
( 4 )This transaction was executed in multiple trades at prices ranging from $58.22 to $58.62. The price reported above reflects the weighted-average sales price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
( 5 )This transaction was executed in multiple trades at prices ranging from $58.18 to $58.60. The price reported above reflects the weighted-average sales price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
( 6 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of KLA-Tencor common stock.
( 7 )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 Form 4 within two business days of the date such assessment is made.
( 8 )Represents a stock option granted on April 26, 2004, granting the Reporting Person the right to purchase up to 3,875 shares of KLA-Tencor common stock. 775 of the shares subject to this stock option vested on October 27, 2004, and 1/48th of the remaining 3,100 shares subject to this stock option vested on November 27, 2004 and each monthly anniversary thereafter until October 27, 2008.
( 9 )Represents a stock option granted on August 2, 2004, granting the Reporting Person the right to purchase up to 2,325 shares of KLA-Tencor common stock. 465 of the shares subject to this stock option vested on October 27, 2004, and 1/48th of the remaining 1,860 shares subject to this stock option vested on November 27, 2004 and each monthly anniversary thereafter until October 27, 2008.
( 10 )Represents a stock option granted on September 16, 2004, granting the Reporting Person the right to purchase up to 20,500 shares of KLA-Tencor common stock. 4,100 of the shares subject to this stock option vested on September 16, 2005, and 1/48th of the remaining 16,400 shares subject to this stock option vested on October 16, 2005 and each monthly anniversary thereafter until September 16, 2009.
( 11 )Represents a stock option granted on September 16, 2004, granting the Reporting Person the right to purchase up to 10,250 shares of KLA-Tencor common stock. 2,050 of the shares subject to this stock option vested on September 16, 2006, and 1/48th of the remaining 8,200 shares subject to this stock option vested on October 16, 2006 and each monthly anniversary thereafter until September 16, 2010.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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