SEC Form 4 · accession 0001628280-16-019470
KLA CORP · KLAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard P Wallace
Officer — President and CEO · Director
Period of report
Sep 7, 2016
Accepted (ET)
Sep 9, 2016 · 12:49 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000319201
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock - Restricted Stock UnitsF1,F2,F3,F4,F5 | Sep 7, 2016 | A | 55,625 | $0.00 | A | 183,350 | D | |
| Common StockF6 | Sep 7, 2016 | M | 27,812 | $0.00 | A | 125,096 | D | |
| Common StockF7 | Sep 7, 2016 | F | 14,513 | $70.80 | D | 110,583 | D | |
| Common StockF8 | holding | — | — | — | 9,182 | I | By Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Each RSU represents a contingent right to receive one share of KLA-Tencor common stock.
- F2On 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.
- F3The 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.
- F4Does 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.
- F5Reflects 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
- F6As 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.
- F7Pursuant 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.
- F8Shares 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.