0001628280-16-019470.txt : 20160909 0001628280-16-019470.hdr.sgml : 20160909 20160909124918 ACCESSION NUMBER: 0001628280-16-019470 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160907 FILED AS OF DATE: 20160909 DATE AS OF CHANGE: 20160909 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: WALLACE RICHARD P CENTRAL INDEX KEY: 0001196898 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-09992 FILM NUMBER: 161878318 MAIL ADDRESS: STREET 1: KLA TENCOR STREET 2: 160 RIO ROBLES CITY: SAN JOSE STATE: CA ZIP: 95134 4 1 wf-form4_147343974562607.xml FORM 4 X0306 4 2016-09-07 0 0000319201 KLA TENCOR CORP KLAC 0001196898 WALLACE RICHARD P C/O KLA-TENCOR CORPORATION ONE TECHNOLOGY DRIVE MILPITAS CA 95035 1 1 0 0 President and CEO Common Stock - Restricted Stock Units 2016-09-07 4 A 0 55625 0 A 183350 D Common Stock 2016-09-07 4 M 0 27812 0 A 125096 D Common Stock 2016-09-07 4 F 0 14513 70.80 D 110583 D Common Stock 9182 I By Trust Each RSU represents a contingent right to receive one share of KLA-Tencor common stock. On August 6, 2013, in addition to the RSUs granted on that date that were subject only to service-vesting requirements (which RSUs were previously reported on Form 4), the Reporting Person was also granted RSUs covering up to a maximum of 55,625 shares (based on 125% of the target shares of 44,500) of KLA-Tencor common stock, subject to both performance-vesting and service-vesting requirements. Following the completion of KLA-Tencor's audited financial statements for the 2016 fiscal year, on September 7, 2016 the Compensation Committee of KLA-Tencor's Board of Directors determined 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 55,625. The Reporting Person vested 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 (September 7, 2016) 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 6, 2013). 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 a Form 4 within two business days of the date such assessment is made. Reflects an increase of 55,625 RSUs in connection with the determination of the level at which the August 6, 2013 performance-based RSUs were attained, less the fifty percent (50%) of such award that vested upon such assessment, as described in footnote 3 As noted in Footnote 2, on August 6, 2013, the Reporting Person received a grant of performance-based RSUs that, following the completion of fiscal year 2016, was determined by the Compensation Committee of KLA-Tencor's Board of directors (on September 7, 2016) to cover 55,625 shares of KLA-Tencor common stock. On September 7, 2016, the Reporting Person vested in fifty percent (50%) of such performance-based RSUs. Pursuant to the terms of the August 6, 2013 RSU grant, 14,513 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 September 7, 2016. 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. Teri Little as Attorney-in-Fact for Richard P. Wallace 2016-09-09