Sec Form 4 Filing - Higgins Bren D. @ KLA CORP - 2022-08-04

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
Higgins Bren D.
2. Issuer Name and Ticker or Trading Symbol
KLA CORP [ KLAC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & Chief Financial Officer
(Last) (First) (Middle)
ONE TECHNOLOGY DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
08/04/2022
(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 08/04/2022 A 5,961( 1 ) A $ 0 58,106( 2 ) D
Common Stock 08/04/2022 A 19,294( 3 ) A $ 0 77,400( 4 ) D
Common Stock 08/04/2022 F 4,784( 5 ) D $ 397.4 72,616( 4 ) 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
Higgins Bren D.
ONE TECHNOLOGY DRIVE
MILPITAS, CA95035
EVP & Chief Financial Officer
Signatures
/s/ Jeffrey Cannon, attorney-in-fact for Bren D. Higgins 08/08/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On August 4, 2022, the Reporting Person received a grant of restricted stock units ("RSUs"). The RSUs vest 25% annually from the date of grant.
( 2 )The number of shares of KLA common stock includes 48,958 shares issuable upon vesting of RSUs.
( 3 )On August 1, 2019, 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 19,294 shares (based on 150% of the target shares of 12,863) of KLA common stock, subject to both performance-vesting and service-vesting requirements. On August 4, 2022, the Compensation and Talent 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 19,294.
( 4 )The number of shares of KLA common stock includes 58,604 shares issuable upon vesting of RSUs.
( 5 )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 4, 2022.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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