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Form 4 KLA TENCOR CORP For: Aug 02 Filed by: Bell Bobby R

August 4, 2016 5:34 PM EDT
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Bell Bobby R
(Last) (First) (Middle)
C/O KLA-TENCOR CORPORATION
ONE TECHNOLOGY DRIVE
(Street)
MILPITAS CA 95035
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
08/02/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 08/02/2016   M   6,562 (1) A $ 0 7,272.917 (2) D  
Common Stock 08/02/2016   F   2,485 (3) D $ 75.72 4,787.917 D  
Common Stock 08/02/2016   M   10,400 (4) A $ 0 15,187.917 D  
Common Stock 08/02/2016   F   5,427 (5) D $ 75.72 9,760.917 D  
Common Stock 08/02/2016   M   2,625 (6) A $ 0 12,385.917 D  
Common Stock 08/02/2016   F   1,370 (7) D $ 75.72 11,015.917 D  
Common Stock - Restricted Stock Units (8)               41,561 (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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. On August 2, 2012, the Reporting Person received a grant of performance-based restricted stock units ("RSUs") that, following the completion of fiscal year 2014, was determined by the Compensation Committee of KLA-Tencor's Board of Directors (in September 2015) to cover, based on KLA-Tencor's financial performance during fiscal year 2014, 13,125 shares of KLA-Tencor common stock. On August 2, 2016, the Reporting person vested in fifty percent (50%) of the performance-based RSUs.
2. Includes 363 shares acquired by the Reporting Person under the KLA-Tencor Employee Stock Purchase Plan on June 30, 2016.
3. Pursuant to such terms of the August 2, 2012 performance-based RSU grant, 2,485 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding.
4. On August 2, 2012, the Reporting Person received a grant of RSUs covering 20,800 shares of KLA-Tencor common stock. On August 2, 2016, the Reporting Person vested in fifty percent (50%) of such RSUs.
5. Pursuant to such terms of the August 2, 2012 RSU grant described in note (4) above, 5,427 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding.
6. On August 2, 2012, the Reporting Person received a grant of RSUs covering 10,500 shares of KLA-Tencor common stock. On August 2, 2016, the Reporting Person vested in fifty percent (50%) of such RSUs.
7. Pursuant to such terms of the August 2, 2012 RSU grant described in note (6) above, 1,370 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding.
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.
Teri A. Little as Attorney-In-Fact for Bobby R. Bell 08/04/2016
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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