SEC Form 4 · accession 0001628280-19-001763
KLA CORP · KLAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Asher Levy
Officer — CEO - Orbotech Ltd.
Period of report
Feb 20, 2019
Accepted (ET)
Feb 22, 2019 · 4:34 pm EST
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 | Feb 20, 2019 | A | 26,273 | $0.00 | A | 26,273 | D | |
| Common StockF2 | Feb 20, 2019 | A | 317 | $0.00 | A | 26,590 | D | |
| Common StockF3 | Feb 20, 2019 | A | 757 | $0.00 | A | 27,347 | D | |
| Common Stock - Restricted Stock UnitsF4,F5,F6 | Feb 20, 2019 | A | 16,715 | $0.00 | A | 16,715 | D | |
| Common Stock - Restricted Stock UnitsF4,F7,F6 | Feb 20, 2019 | A | 2,985 | $0.00 | A | 19,700 | D | |
| Common Stock - Restricted Stock UnitsF4,F8,F6 | Feb 20, 2019 | A | 995 | $0.00 | A | 20,695 | D | |
| Common Stock - Restricted Stock UnitsF4,F9,F6 | Feb 20, 2019 | A | 3,338 | $0.00 | A | 24,033 | D | |
| Common Stock - Restricted Stock UnitsF4,F10,F6 | Feb 20, 2019 | A | 1,390 | $0.00 | A | 25,423 | D | |
| Common Stock - Restricted Stock UnitsF4,F11,F6 | Feb 20, 2019 | A | 6,676 | $0.00 | A | 32,099 | D | |
| Common Stock - Restricted Stock UnitsF4,F12,F6 | Feb 20, 2019 | A | 5,575 | $0.00 | A | 37,674 | D | |
| Common Stock - Restricted Stock UnitsF4,F13,F6 | Feb 20, 2019 | A | 2,323 | $0.00 | A | 39,997 | D | |
| Common Stock - Restricted Stock UnitsF4,F14,F6 | Feb 20, 2019 | A | 2,911 | $0.00 | A | 42,908 | D | |
| Common Stock - Restricted Stock UnitsF4,F15,F6 | Feb 20, 2019 | A | 1,213 | $0.00 | A | 44,121 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (Right to Buy)F16,F17 | $103.05 | Feb 20, 2019 | A | 2,576 | A | Jun 21, 2020 | Jun 20, 2025 | Common Stock | 2,576 | 2,576 | D |
| Non-Qualified Stock Option (Right to Buy)F18,F19 | $53.81 | Feb 20, 2019 | A | 4,901 | A | Jun 29, 2019 | Jun 28, 2024 | Common Stock | 4,901 | 4,901 | D |
| Non-Qualified Stock Option (Right to Buy)F20,F21 | $44.94 | Feb 20, 2019 | A | 3,174 | A | Sep 12, 2019 | Sep 11, 2023 | Common Stock | 3,174 | 3,174 | D |
Explanation of responses
- F1Received in exchange for 105,095 ordinary shares of Orbotech Ltd. in connection with the merger (the "Merger") of Tiburon Merger Sub Technologies Ltd. with and into Orbotech Ltd. Pursuant to the agreement governing the merger, each Orbotech ordinary share is entitled to receive $38.86 and 0.25 of a share of KLA-Tencor Corporation common stock, with cash in lieu of a fractional share.
- F10Assumed by KLA-Tencor Corporation in connection with the Merger. Formerly represented unvested restricted stock units for 2,276 ordinary shares of Orbotech Ltd. The RSU vests as to 50% of the underlying shares on each of September 12, 2019 and September 12, 2020.
- F11Assumed by KLA-Tencor Corporation in connection with the Merger. Formerly represented unvested restricted stock units for 10,928 ordinary shares of Orbotech Ltd. The RSU vests as to 50% of the underlying shares on each of September 12, 2019 and September 12, 2020.
- F12Assumed by KLA-Tencor Corporation in connection with the Merger. Formerly represented unvested restricted stock units for 9,126 ordinary shares of Orbotech Ltd. The RSU vests as to 50% of the underlying shares on June 29, 2019 and 25% of the underlying shares on each of June 29, 2020 and 2021.
- F13Assumed by KLA-Tencor Corporation in connection with the Merger. Formerly represented unvested restricted stock units for 3,803 ordinary shares of Orbotech Ltd. The RSU vests as to 50% of the underlying shares on June 29, 2019 and 25% of the underlying shares on each of June 29, 2020 and 2021.
- F14Assumed by KLA-Tencor Corporation in connection with the Merger. Formerly represented unvested restricted stock units for 4,766 ordinary shares of Orbotech Ltd. The RSU vests as to 50% of the underlying shares on June 21, 2020 and 25% of the underlying shares on each of June 21, 2021 and 2022.
- F15Assumed by KLA-Tencor Corporation in connection with the Merger. Formerly represented unvested restricted stock units for 1,986 ordinary shares of Orbotech Ltd. The RSU vests as to 50% of the underlying shares on June 21, 2020 and 25% of the underlying shares on each of June 21, 2021 and 2022.
- F16Received in exchange for unvested options to purchase 4,217 Orbotech Ltd. ordinary shares at an exercise price of $62.95 per share in connection with the Merger.
- F17Vests as to 50% of the underlying shares on June 21, 2020 and 25% of the underlying shares on each of June 21, 2021 and 2022.
- F18Received in exchange for unvested options to purchase 8,024 Orbotech Ltd. ordinary shares at an exercise price of $32.87 per share in connection with the Merger.
- F19Vests as to 50% of the underlying shares on June 29, 2019 and 25% of the underlying shares on each of June 29, 2020 and 2021.
- F2Received in exchange for 1,666 vested options to purchase Orbotech Ltd. ordinary shares at an exercise price of $15.57 per ordinary share in connection with the Merger.
- F20Received in exchange for unvested options to purchase 5,196 Orbotech Ltd. ordinary shares at an exercise price of $27.45 per share in connection with the Merger.
- F21Vests as to 50% of the underlying shares on each of September 12, 2019 and 2020.
- F3Received in exchange for 5,197 vested options to purchase Orbotech Ltd. ordinary shares at an exercise price of $27.45 per ordinary share in connection with the Merger.
- F4Each restricted stock unit ("RSU") represents a contingent right to receive one share of KLA-Tencor common stock.
- F5On February 20, 2019 the reporting person received a grant of RSUs which vest as to 50% of the award on July 1, 2019 and as to the remaining 50% of the award on December 31, 2019, subject to continued service.
- 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.
- F7Assumed by KLA-Tencor Corporation in connection with the Merger. Formerly represented unvested restricted stock units for 4,887 ordinary shares of Orbotech Ltd. The RSUs vest in full on August 3, 2019.
- F8Assumed by KLA-Tencor Corporation in connection with the Merger. Formerly represented unvested restricted stock units for 1,629 ordinary shares of Orbotech Ltd. The RSUs vest in full on August 3, 2019.
- F9Assumed by KLA-Tencor Corporation in connection with the Merger. Formerly represented unvested restricted stock units for 5,464 ordinary shares of Orbotech Ltd. The RSU vests as to 50% of the underlying shares on each of September 12, 2019 and September 12, 2020.