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Filing Details

Accession Number:: 0001181431-12-044137
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-08-07 18:36:44
Reporting Period:: 2012-08-05

Filing Date:: 2012-08-07
Accepted Time:: 2012-08-07 18:36:44
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
319201	Kla Tencor Corp	KLAC	Optical Instruments & Lenses (3827)	042564110

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1430600	A Virendra Kirloskar	C/O Kla-Tencor Corporation One Technology Drive Milpitas CA 95035	Svp & Chief Accounting Officer	No	Yes	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2012-08-05	2,475	$0.00	2,772	No	4	A	Direct
Common Stock	Disposition	2012-08-05	908	$52.10	1,864	No	4	F	Direct
Common Stock	Acquisiton	2012-08-05	2,475	$0.00	4,339	No	4	A	Direct
Common Stock	Disposition	2012-08-05	908	$52.10	3,431	No	4	F	Direct
Common Stock	Acquisiton	2012-08-05	4,000	$0.00	7,431	No	4	A	Direct
Common Stock	Disposition	2012-08-05	1,468	$52.10	5,963	No	4	F	Direct
Common Stock	Disposition	2012-08-06	5,666	$52.31	297	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	F	Direct
No	4	A	Direct
No	4	F	Direct
No	4	A	Direct
No	4	F	Direct
No	4	S	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock - Restricted Stock Units	30,650	Direct

Footnotes

On August 5, 2010, the Reporting Person received a grant of restricted stock units ("RSUs") covering 4,950 shares of KLA-Tencor common stock. On August 5, 2012, the Reporting Person vested in fifty percent (50%) of such RSUs.
Pursuant to the terms of the August 5, 2010 RSU grant, 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 NASDAQ Stock Market on the last completed trading day immediately prior to such vesting date.
On August 5, 2010, the Reporting Person received a grant of performance-based RSUs that, following the completion of fiscal year 2012, was determined by the Compensation Committee of KLA-Tencor's Board of Directors (in August 2012) to cover, based on KLA-Tencor's financial performance during fiscal years 2011 and 2012, 4,950 shares of KLA-Tencor common stock. On August 5, 2012, the Reporting Person vested in fifty percent (50%) of such performance-based RSUs.
Pursuant to the terms of the August 5, 2010 RSU grant, 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 NASDAQ Stock Market on the last completed trading day immediately prior to such vesting date.
On August 5, 2008, the Reporting Person received a grant of RSUs covering 8,000 shares of KLA-Tencor common stock. On August 5, 2012, the Reporting Person vested in fifty percent (50%) of such RSUs.
Pursuant to the terms of the August 5, 2008 RSU grant, 1,468 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 NASDAQ Stock Market on the last completed trading day immediately prior to such vesting date.
This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 12, 2011.
This transaction was executed in multiple trades at prices ranging from $52.20 to $52.41. 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.
Each RSU represents a contingent right to receive one share of KLA-Tencor common stock.
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.