0001181431-12-044131.txt : 20120807
0001181431-12-044131.hdr.sgml : 20120807
20120807183442
ACCESSION NUMBER: 0001181431-12-044131
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120805
FILED AS OF DATE: 20120807
DATE AS OF CHANGE: 20120807
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Bell Bobby R
CENTRAL INDEX KEY: 0001498385
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-09992
FILM NUMBER: 121014663
MAIL ADDRESS:
STREET 1: ONE TECHNOLOGY DRIVE
CITY: MILPITAS
STATE: CA
ZIP: 95035
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: KLA TENCOR CORP
CENTRAL INDEX KEY: 0000319201
STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827]
IRS NUMBER: 042564110
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: ONE TECHNOLOGY DRIVE
CITY: MILPITAS
STATE: CA
ZIP: 95035
BUSINESS PHONE: 4088756000
MAIL ADDRESS:
STREET 1: ONE TECHNOLOGY DRIVE
CITY: MILPITAS
STATE: CA
ZIP: 95035
FORMER COMPANY:
FORMER CONFORMED NAME: KLA INSTRUMENTS CORP
DATE OF NAME CHANGE: 19920703
4
1
rrd352495.xml
RSU RELEASE AND 10B5-1 PLAN TRANSACTION
X0306
4
2012-08-05
0
0000319201
KLA TENCOR CORP
KLAC
0001498385
Bell Bobby R
C/O KLA-TENCOR CORPORATION
ONE TECHNOLOGY DRIVE
MILPITAS
CA
95035
0
1
0
0
Executive Vice President
Common Stock
2012-08-05
4
A
0
8250
A
22195
D
Common Stock
2012-08-05
4
F
0
3554
52.10
D
18641
D
Common Stock
2012-08-05
4
A
0
8250
A
26891
D
Common Stock
2012-08-05
4
F
0
3852
52.10
D
23039
D
Common Stock
2012-08-05
4
A
0
15000
A
38039
D
Common Stock
2012-08-05
4
F
0
5502
52.10
D
32537
D
Common Stock
2012-08-06
4
S
0
4647
52.257
D
27890
D
Common Stock - Restricted Stock Units
102000
D
On August 5, 2010, the Reporting Person received a grant of restricted stock units ("RSUs") covering 16,500 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, 3,554 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, 16,500 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 performance-based RSU grant, 3,852 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 30,000 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, 5,502 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 May 30, 2012.
This transaction was executed in multiple trades at prices ranging from $52.22 to $52.31. 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.
Brian M. Martin as Attorney-in-Fact for Bobby R. Bell
2012-08-07