SEC Form 4 · accession 0001628280-16-019495
KLA CORP · KLAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bren D. Higgins
Officer — EVP & Chief Financial Officer
Period of report
Sep 7, 2016
Accepted (ET)
Sep 9, 2016 · 7:20 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 | 8,937 | $0.00 | A | 46,467 | D | |
| Common StockF6 | Sep 7, 2016 | M | 4,468 | $0.00 | A | 9,078 | D | |
| Common StockF7 | Sep 7, 2016 | F | 2,332 | $70.80 | D | 6,746 | D | |
| Common StockF8 | Sep 7, 2016 | M | 785 | $0.00 | A | 7,531 | D | |
| Common StockF9 | Sep 7, 2016 | F | 296 | $70.80 | D | 7,235 | D | |
| Common StockF10 | Sep 7, 2016 | M | 1,570 | $0.00 | A | 8,805 | D | |
| Common StockF11 | Sep 7, 2016 | F | 607 | $70.80 | D | 8,198 | D | |
| Common StockF12 | Sep 7, 2016 | M | 1,962 | $0.00 | A | 10,160 | D | |
| Common StockF13 | Sep 7, 2016 | F | 738 | $70.80 | D | 9,422 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Each restricted stock unit ("RSU") represents a contingent right to receive one share of KLA-Tencor common stock.
- F10On September 7, 2012, the Reporting Person received a grant of restricted stock units covering 3,140 shares of KLA-Tencor common stock. On September 7, 2016, the Reporting Person vested in 50% of such RSUs.
- F11Pursuant to such terms of the September 7, 2012 RSU grant, 607 shares of KLA-Tencor common stock were automatically withheld on the vesting date 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.
- F12Represents vesting of 50% of an award of RSUs granted on September 7, 2012 with both performance vesting and service vesting requirements.
- F13Pursuant to such terms of the September 7, 2012 RSU grant, 738 shares of KLA-Tencor common stock were automatically withheld on the vesting date 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.
- 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 8,937 shares (based on 125% of the target shares of 7,150) 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 8,937.
- 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 8,937 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, and less the shares that vested that are noted in footnotes 8, 10 and 12 below.
- 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 8,937 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 such terms of the August 6, 2013 RSU grant, 2332 shares of KLA-Tencor common stock were automatically withheld on the vesting date 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.
- F8On September 7, 2012, the Reporting Person received a grant of restricted stock units covering 3,140 shares of KLA-Tencor common stock. On September 7, 2016, the Reporting Person vested in twenty-five percent (25%) of such RSUs.
- F9Pursuant to such terms of the September 7, 2012 RSU grant, 296 shares of KLA-Tencor common stock were automatically withheld on the vesting date 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 on September 7, 2016.