SEC Form 4 · accession 0001628280-18-010804
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
Aug 6, 2018
Accepted (ET)
Aug 8, 2018 · 4:22 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 StockF1,F2 | Aug 6, 2018 | S | 10,424 | $118.363 | D | 47,460 | D | |
| Common StockF1,F3 | Aug 6, 2018 | S | 3,783 | $118.847 | D | 43,677 | D | |
| Common Stock - Restricted Stock UnitsF4,F5,F6 | Aug 6, 2018 | M | 32,829 | $0.00 | D | 212,584 | D | |
| Common StockF5 | Aug 6, 2018 | M | 32,829 | $0.00 | A | 76,506 | D | |
| Common StockF7 | Aug 6, 2018 | F | 16,277 | $118.27 | D | 60,229 | D | |
| Common Stock - Restricted Stock UnitsF4,F8,F6 | Aug 6, 2018 | M | 13,237 | $0.00 | D | 199,347 | D | |
| Common StockF8 | Aug 6, 2018 | M | 13,237 | $0.00 | A | 73,466 | D | |
| Common StockF7 | Aug 6, 2018 | F | 6,563 | $118.27 | D | 66,903 | D | |
| Common StockF9 | holding | — | — | — | 9,182 | I | By Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This sale was effected pursuant to the terms of a Rule 10b5-1 trading plan adopted by the Reporting Person on November 1, 2017.
- F2Represents the weighted average sales price for the shares. The sales prices ranged from $118.10 to $118.77. The reporting person will provide upon request full information regarding the number of shares sold at each separate price.
- F3Represents the weighted average sales price for the shares. The sales prices ranged from $118.36 to $119.30. The reporting person will provide upon request full information regarding the number of shares sold at each separate price.
- F4Each RSU represents a contingent right to receive one share of KLA-Tencor common stock.
- F5On August 6, 2015, 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 alsograntedRSUs covering up to a maximum of 66,187 shares (based on 125% of the target shares of 52,950) of KLA-Tencor common stock, subject to both performance-vesting and service-vesting requirements.OnAugust 2, 2018 the independent members of the KLA-Tencor Board of Directors determined the level at which the corporate performance goals were attained and, based on the assessment, determined thatthe number of shares subject to the RSUs is 65,658. On August 6, 2018, 50% of the RSUs vested.
- F6Does 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.
- F7Pursuant 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 6, 2018.
- F8On August 6, 2015, the Reporting Person was granted an RSU for 52,950 shares of KLA-Tencor Common Stock. On August 6, 2018, 25% of those shares vested.
- F9Shares 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.