Edgar Filing: KLA TENCOR CORP

Ownership Submission

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 OF SECURITIES

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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3235-0287

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(Print or Type Responses)

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 (Month/Day/Year)
08/04/2011

(Street)

MILPITAS, CA 95035

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock - Restricted Stock Units ⁽¹⁾	08/04/2011		A		54,100 ⁽²⁾	A	$ 0	334,545 ⁽³⁾	D
Common Stock	08/06/2011		A		28,750	A	⁽⁴⁾	92,156 ⁽⁵⁾	D
Common Stock	08/06/2011		F		13,421 ⁽⁶⁾	D	$ 36.2	78,735	D
Common Stock	08/06/2011		A		28,750	A	⁽⁷⁾	107,485	D
Common Stock	08/06/2011		F		13,421 ⁽⁸⁾	D	$ 36.2	94,064	D
Common Stock	08/06/2011		A		37,000	A	⁽⁹⁾	131,064	D
Common Stock	08/06/2011		F		17,272 ⁽¹⁰⁾	D	$ 36.2	113,792	D
Common Stock	08/08/2011		A		26,145	A	⁽¹¹⁾	139,937	D
Common Stock	08/08/2011		F		12,205 ⁽¹²⁾	D	$ 34.23	127,732	D
Common Stock - Restricted Stock Units ⁽¹⁾								213,900 ⁽¹³⁾	D

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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WALLACE RICHARD P C/O KLA-TENCOR CORPORATION ONE TECHNOLOGY DRIVE MILPITAS, CA 95035	X		President and CEO

Signatures

Brian M. Martin as Attorney-in-Fact for Richard Wallace		08/08/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each restricted stock unit ("RSU") represents a contingent right to receive one share of KLA-Tencor common stock.
(2)	Represents a grant of RSUs subject only to service-vesting requirements. Mr. Wallace will vest in fifty percent (50%) of the RSUs upon his completion of two years of service with KLA-Tencor measured from the grant date (August 4, 2011) and will vest in the remaining fifty percent (50%) upon his completion of an additional two years of service thereafter. The shares of common stock will be issued as the RSUs vest.
(3)	Does not include performance-based RSUs, if any, held by Mr. Wallace 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.
(4)	On August 6, 2009, Mr. Wallace received a grant of RSUs covering 57,500 shares of KLA-Tencor common stock. On August 6, 2011, Mr. Wallace vested in fifty percent (50%) of such RSUs.
(5)	Includes 645 shares acquired by Mr. Wallace under the KLA-Tencor Employee Stock Purchase Plan on June 30, 2011.
(6)	Pursuant to the terms of the August 6, 2009 RSU grant, 13,421 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)	On August 6, 2009, Mr. Wallace received a grant of performance-based RSUs that, following the completion of fiscal year 2010, were determined by the independent members of KLA-Tencor's Board of Directors (in August 2010) to cover, based on KLA-Tencor's financial performance during fiscal year 2010, 57,500 shares of KLA-Tencor common stock. On August 6, 2011, Mr. Wallace vested in fifty percent (50%) of such performance-based RSUs.
(8)	Pursuant to the terms of the August 6, 2009 performance-based RSU grant, 13,421 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.
(9)	On August 6, 2009, Mr. Wallace received a supplemental grant of RSUs covering 74,000 shares of KLA-Tencor common stock. On August 6, 2011, Mr. Wallace vested in fifty percent (50%) of such RSUs.
(10)	Pursuant to the terms of the August 6, 2009 supplemental RSU grant, 17,272 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.
(11)	On August 8, 2007, Mr. Wallace received a grant of performance-based RSUs that, following completion of fiscal year 2008, were determined by the independent members of KLA-Tencor's Board of Directors (in August 2008) to cover, based on KLA-Tencor's financial performance during fiscal year 2008, 52,291 shares of KLA-Tencor common stock. On August 8, 2011, Mr. Wallace vested in the final fifty percent (50%) of such RSUs.
(12)	Pursuant to the terms of the August 8, 2007 performance-based RSU grant, 12,205 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding. 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 such vesting date.
(13)	Reflects the vesting of RSUs on August 6, 2011 and August 8, 2011, as described above. Does not include performance-based RSUs, if any, held by Mr. Wallace 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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