SEC Form 4 · accession 0001628280-18-010806
KLA CORP · KLAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian M. Trafas
Officer — Executive Vice President
Period of report
Aug 6, 2018
Accepted (ET)
Aug 8, 2018 · 4:23 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 | Aug 6, 2018 | S | 1,739 | $118.87 | D | 649 | D | |
| Common Stock - Restricted Stock UnitsF2,F3,F4 | Aug 6, 2018 | M | 5,456 | $0.00 | D | 52,209 | D | |
| Common StockF3 | Aug 6, 2018 | M | 5,456 | $0.00 | A | 6,105 | D | |
| Common StockF5 | Aug 6, 2018 | F | 2,706 | $118.27 | D | 3,399 | D | |
| Common Stock - Restricted Stock UnitsF2,F6,F4 | Aug 6, 2018 | M | 2,200 | $0.00 | D | 50,009 | D | |
| Common StockF6 | Aug 6, 2018 | M | 2,200 | $0.00 | A | 5,599 | D | |
| Common StockF5 | Aug 6, 2018 | F | 1,091 | $118.27 | D | 4,508 | D |
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 9, 2017.
- F2Each restricted stock unit ("RSU") represents a contingent right to receive one share of KLA-Tencor common stock.
- F3On 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 also granted RSUs covering up to a maximum of 11,000 shares (based on 125% of the target shares of 8,800) of KLA-Tencor common stock, subject to both performance-vesting and service-vesting requirements. On August 2, 2018 the Compensation Committee of the KLA-Tencor 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 10,912. On August 6, 2018, 50% of the RSUs vested.
- 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.
- 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 6, 2018.
- F6On August 6, 2015, the Reporting Person was granted an RSU for 8,800 shares of KLA-Tencor Common Stock. On August 6, 2018, 25% of those shares vested.