SEC Form 4
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*
SCHROEDER KENNETH L

(Last) (First) (Middle)
C/O KLA-TENCOR CORPORATION
160 RIO ROBLES

(Street)
SAN JOSE CA 95130

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/03/2004
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 12/03/2004 M 47,361 A $16.97 209,299 D
Common Stock 12/03/2004 S 47,361 D $49.2846 161,938 D
Common Stock-Restricted Stock Units(1) 100,000 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
Non-Qualified Stock Option (right to buy) $16.97 12/03/2004 M 47,361 10/23/1999 10/23/2008 Common Stock 47,361 $49.2846 170,728 D
Non-Qualified Stock Option (right to buy) $10.63 08/31/1999 08/31/2008 Common Stock 79,272 79,272 D
Non-Qualified Stock Option (right to buy) $26.25 11/10/2001 11/10/2010 Common Stock 37,900 37,900 D
Non-Qualified Stock Option (right to buy) $29.31 10/02/2002 10/02/2011 Common Stock 341,100 341,100 D
Non-Qualified Stock Option (right to buy) $32.75 04/04/2002 04/04/2011 Common Stock 37,900 37,900 D
Non-Qualified Stock Option (right to buy) $33.75 10/27/2000 10/27/2009 Common Stock 150,000 150,000 D
Non-Qualified Stock Option (right to buy) $34.67 11/08/2003 01/28/2013 Common Stock 62,900 62,900 D
Non-Qualified Stock Option (right to buy) $37.05 11/08/2003 11/08/2012 Common Stock 31,450 31,450 D
Non-Qualified Stock Option (right to buy) $40.66 10/27/2006 08/02/2014 Common Stock 22,500 22,500 D
Non-Qualified Stock Option (right to buy) $41.79 09/21/2005 09/21/2014 Common Stock 325,800 325,800 D
Non-Qualified Stock Option (right to buy) $44.6875 08/13/2000 08/13/2010 Common Stock 75,800 75,800 D
Non-Qualified Stock Option (right to buy) $45.16 10/27/2004 04/26/2014 Common Stock 37,500 37,500 D
Non-Qualified Stock Option (right to buy) $51.229 11/08/2003 07/30/2013 Common Stock 31,450 31,450 D
Non-Qualified Stock Option (right to buy) $53.86 10/27/2004 10/27/2013 Common Stock 60,000 60,000 D
Non-Qualified Stock Option (right to buy) $58.1 10/27/2006 01/27/2014 Common Stock 30,000 30,000 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of KLAC common stock.
By: Stuart J. Nichols For: Kenneth L. Schroeder 12/06/2004
** 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.
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