FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Khan Ahmad A.
2. Issuer Name and Ticker or Trading Symbol

KLA TENCOR CORP [ KLAC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, Patterning Division
(Last)          (First)          (Middle)

C/O KLA-TENCOR CORPORATION, ONE TECHNOLOGY DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

9/9/2015
(Street)

MILPITAS, CA 95035
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   9/9/2015     M    3250   (1) A $0   13727   D    
Common Stock   9/9/2015     F    1696   (2) D $49.35   12031   D    
Common Stock   9/9/2015     M    3250   (3) A $0   15281   D    
Common Stock   9/9/2015     F    1696   (4) D $49.35   13585   D    
Common Stock - Restricted Stock Units   (5)                46964   (6) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  On September 9, 2011, the Reporting Person received a grant of restricted stock units ("RSUs") covering 6,500 shares of KLA-Tencor common stock. On September 9, 2015, the Reporting Person vested in fifty percent (50%) of such RSUs.
( 2)  Pursuant to the terms of the September 9, 2011 RSU grant, 1,696 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 the NASDAQ Stock Market on such vesting date.
( 3)  On September 9, 2011, the Reporting Person received a grant of performance-based RSUs that, following the completion of fiscal year 2013, was determined by the Compensation Committee of KLA-Tencor's Board of Directors (in August 2013) to cover, based on KLA-Tencor's financial performance during fiscal years 2012 and 2013, 6,500 shares of KLA-Tencor common stock. On September 9, 2015, the Reporting Person vested in fifty percent (50%) of such performance-based RSUs.
( 4)  Pursuant to the terms of the September 9, 2011 performance-based RSU grant, 1,696 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 the NASDAQ Stock Market on such vesting date.
( 5)  Each RSU represents a contingent right to receive one share of KLA-Tencor common stock.
( 6)  Does 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Khan Ahmad A.
C/O KLA-TENCOR CORPORATION
ONE TECHNOLOGY DRIVE
MILPITAS, CA 95035


EVP, Patterning Division

Signatures
Teri Little as Attorney-in-Fact for Ahmad A. Khan 9/11/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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