SEC Form 4 · accession 0001628280-17-009070
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
Aug 31, 2017
Accepted (ET)
Sep 5, 2017 · 8:16 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 | Aug 31, 2017 | A | 10,705 | $0.00 | A | 76,506 | D | |
| Common Stock - Restricted Stock UnitsF1,F4,F3 | Aug 31, 2017 | M | 5,353 | $0.00 | D | 71,153 | D | |
| Common StockF4 | Aug 31, 2017 | M | 5,353 | $0.00 | A | 6,207 | D | |
| Common StockF5 | Aug 31, 2017 | F | 2,793 | $93.69 | D | 3,414 | 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.
- F2On August 7, 2014, 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 11,437 shares (based on 125% of the target shares of 9,150) of KLA-Tencor common stock, subject to both performance-vesting and service-vesting requirements. On August 31, 2017 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 10,705.
- F3Does 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.
- F4The 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 (August 31, 2017) 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 7, 2014). The shares of common stock will be issued as the performance-based RSUs vest.
- F5Pursuant to the terms of the grant, 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 August 31, 2017.