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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-Qualified Stock Option (Right to Buy) | $ 45.16 | 03/01/2013 | M | 18,750 | (13) | 04/26/2014 | Common Stock | 18,750 | $ 0 | 0 | D | ||||
| Non-Qualified Stock Option (Right to Buy) | $ 40.66 | 03/01/2013 | M | 11,250 | (14) | 08/02/2014 | Common Stock | 11,250 | $ 0 | 0 | D | ||||
| Non-Qualified Stock Option (Right to Buy) | $ 41.79 | 03/01/2013 | M | 75,000 | (15) | 09/21/2014 | Common Stock | 75,000 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WALLACE RICHARD P C/O KLA-TENCOR CORPORATION ONE TECHNOLOGY DRIVE MILPITAS, CA 95035 |
X | President and CEO | ||
| Brian M. Martin as Attorney-in-Fact for Richard P. Wallace | 03/05/2013 | |
| **Signature of Reporting Person | Date |
| * | 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) | 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. |
| (2) | This sale was effected pursuant to the terms of a Rule 10b5-1 trading plan adopted by the Reporting Person on December 10, 2012. |
| (3) | This transaction was executed in multiple trades at prices ranging from $53.61 to $54.58. 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. |
| (4) | This transaction was executed in multiple trades at prices ranging from $54.62 to $54.74. 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. |
| (5) | This transaction was executed in multiple trades at prices ranging from $53.68 to $54.64. 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. |
| (6) | This transaction was executed in multiple trades at prices ranging from $54.70 to $54.72. 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. |
| (7) | This transaction was executed in multiple trades at prices ranging from $53.61 to $54.60. 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. |
| (8) | This transaction was executed in multiple trades at prices ranging from $54.61 to $54.74. 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. |
| (9) | This transaction was executed in multiple trades at prices ranging from $53.61 to $54.58. 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. |
| (10) | This transaction was executed in multiple trades at prices ranging from $54.63 to $54.73. 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. |
| (11) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of KLA-Tencor common stock. |
| (12) | 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. |
| (13) | Represents a stock option granted on April 26, 2004, granting the Reporting Person the right to purchase up to 18,750 shares of KLA-Tencor common stock. 3,750 of the shares subject to this stock option vested on October 27, 2004, and 1/48th of the remaining 15,000 shares subject to this stock option vested on November 27, 2004 and on each monthly anniversary thereafter until October 27, 2008. |
| (14) | Represents a stock option granted on August 2, 2004, granting the Reporting Person the right to purchase up to 11,250 shares of KLA-Tencor common stock. 2,250 of the shares subject to this stock option vested on October 27, 2004, and 1/48th of the remaining 9,000 shares subject to this stock option vested on November 27, 2004 and on each monthly anniversary thereafter until October 27, 2008. |
| (15) | Represents a stock option granted on September 21, 2004, granting the Reporting Person the right to purchase up to 75,000 shares of KLA-Tencor common stock. 15,000 of the shares subject to this stock option vested on the one-year anniversary of the grant date (September 21, 2005), and 1/48th of the remaining 60,000 shares subject to this stock option vested on the 13-month anniversary of the grant date and on each monthly anniversary thereafter until September 21, 2009. |