0001181431-13-043751.txt : 20130808 0001181431-13-043751.hdr.sgml : 20130808 20130808180033 ACCESSION NUMBER: 0001181431-13-043751 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130806 FILED AS OF DATE: 20130808 DATE AS OF CHANGE: 20130808 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DENTINGER MARK P CENTRAL INDEX KEY: 0001264142 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-09992 FILM NUMBER: 131023420 4 1 rrd387743.xml AUGUST RSU RELEASE X0306 4 2013-08-06 0 0000319201 KLA TENCOR CORP KLAC 0001264142 DENTINGER MARK P C/O KLA-TENCOR CORPORATION ONE TECHNOLOGY DRIVE MILPITAS CA 95035 0 1 0 0 EVP & Chief Financial Officer Common Stock 2013-08-06 4 A 0 6625 A 7625 D Common Stock 2013-08-06 4 F 0 3457 58.37 D 4168 D Common Stock - Restricted Stock Units 2013-08-06 4 A 0 13250 0 A 40025 D On August 4, 2011, the Reporting Person received a grant of performance-based restricted stock units ("RSUs") that, following the completion of fiscal year 2013, was determined by the Compensation Committee of KLA-Tencor's Board of Directors (on August 6, 2013) to cover, based on KLA-Tencor's financial performance during fiscal years 2012 and 2013, 13,250 shares of KLA-Tencor common stock. On August 6, 2013, the Reporting Person vested in fifty percent (50%) of such performance-based RSUs. Pursuant to the terms of the August 4, 2011 performance-based RSU grant, 3,457 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. Each RSU represents a contingent right to receive one share of KLA-Tencor common stock. On August 4, 2011, in addition to the RSUs granted on that date that were subject only to service-vesting requirements (which RSUs have been previously reported on Form 4), the Reporting Person was also granted RSUs covering up to 13,250 shares of KLA-Tencor common stock, subject to both performance-vesting and service-vesting requirements. This is the performance-based RSU award that is described in footnote (1) above. Following the completion of KLA-Tencor's audited financial statements for the 2013 fiscal year, the Compensation Committee of KLA-Tencor's Board of Directors determined on August 6, 2013 the level at which the corporate performance goals were attained and, based on the assessment, determined that the number of shares subject to the RSUs is 13,250. The Reporting Person vested in fifty percent (50%) of the performance-based RSUs upon the date on which the Compensation Committee of KLA-Tencor's Board of Directors determined the level at which the underlying performance goals were attained (August 6, 2013) and will vest in the remaining fifty percent (50%) upon his completion of four years of service following the grant date of the award (August 4, 2011). The shares of common stock will be issued as the performance-based RSUs vest. 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. Reflects an increase of 13,250 RSUs in connection with the determination of the level at which the August 4, 2011 performance-based RSUs were attained, less the fifty percent (50%) of such award that vested upon such assessment, as described in footnote (1) above. Brian M. Martin as Attorney-in-Fact for Mark P. Dentinger 2013-08-08