Sec Form 4 Filing - WALLACE RICHARD P @ KLA TENCOR CORP - 2016-08-06

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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
WALLACE RICHARD P
2. Issuer Name and Ticker or Trading Symbol
KLA TENCOR CORP [ KLAC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O KLA-TENCOR CORPORATION, ONE TECHNOLOGY DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
08/06/2016
(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 08/06/2016 M 11,125 ( 1 ) A $ 0 91,500 D
Common Stock 08/06/2016 F 5,806 ( 2 ) D $ 77.63 85,694 D
Common Stock 08/06/2016 M 13,238 ( 3 ) A $ 0 98,932 D
Common Stock 08/06/2016 F 6,908 ( 4 ) D $ 77.63 92,024 D
Common Stock 08/07/2016 M 11,000 ( 5 ) A $ 0 103,024 D
Common Stock 08/07/2016 F 5,740 ( 6 ) D $ 77.63 97,284 D
Common Stock 9,182 I By Trust ( 7 )
Common Stock - Restricted Stock Units ( 8 ) 155,537 ( 9 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WALLACE RICHARD P
C/O KLA-TENCOR CORPORATION
ONE TECHNOLOGY DRIVE
MILPITAS, CA95035
X President and CEO
Signatures
Teri Little as Attorney-in-Fact for Richard P. Wallace 08/09/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On August 6, 2013, the Reporting Person received a grant of restricted stock units ("RSUs") covering 44,500 shares of KLA-Tencor common stock. On August 6, 2016, the Reporting Person vested in twenty-five percent (25%) of such RSUs.
( 2 )Pursuant to such terms of the August 6, 2013 RSU grant, 5,806 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding. Because the vesting date of such RSUs occurred on a day on which the NASDAQ Stock Market was closed for trading, the fair market value of KLA-Tencor common stock used for purposes of calculating the number of shares to be withheld was the closing price of KLA-Tencor common stock as reported on the last completed trading day immediately prior to such vesting date.
( 3 )On August 6, 2015, the Reporting Person received a grant of RSUs covering 52,950 shares of KLA-Tencor common stock. On August 6, 2016, the Reporting Person vested in twenty-five percent (25%) of such RSUs.
( 4 )Pursuant to such terms of the August 6, 2014 RSU grant, 6,908 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding. Because the vesting date of such RSUs occurred on a day on which the NASDAQ Stock Market was closed for trading, the fair market value of KLA-Tencor common stock used for purposes of calculating the number of shares to be withheld was the closing price of KLA-Tencor common stock as reported on the last completed trading day immediately prior to such vesting date.
( 5 )On August 7, 2014, the Reporting Person received a grant of RSUs covering 44,000 shares of KLA-Tencor common stock. On August 7, 2016, the Reporting Person vested in twenty-five percent (25%) of such RSUs.
( 6 )Pursuant to such terms of the August 7, 2014 RSU grant, 5,740 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding. Because the vesting date of such RSUs occurred on a day on which the NASDAQ Stock Market was closed for trading, the fair market value of KLA-Tencor common stock used for purposes of calculating the number of shares to be withheld was the closing price of KLA-Tencor common stock as reported on the last completed trading day immediately prior to such vesting date.
( 7 )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.
( 8 )Each RSU represents a contingent right to receive one share of KLA-Tencor common stock.
( 9 )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.

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