Statement of Changes in Beneficial Ownership (4)
September 05 2019 - 9:13AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
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Lorig Brian |
2. Issuer Name and Ticker or Trading Symbol
KLA CORP
[
KLAC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Vice President
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(Last)
(First)
(Middle)
ONE TECHNOLOGY DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/3/2019
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(Street)
MILPITAS, CA 95035
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock - Restricted Stock Units (1)
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9/3/2019
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M
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1641 (2)
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D
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$0
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18359 (3)
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D
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Common Stock
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9/3/2019
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M
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1641 (2)
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A
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$0
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2207
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D
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Common Stock
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9/3/2019
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F
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568 (4)
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D
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$149.93
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1639
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D
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Common Stock - Restricted Stock Units (1)
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9/3/2019
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M
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661 (5)
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D
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$0
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17698 (3)
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D
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Common Stock
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9/3/2019
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M
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661 (5)
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A
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$0
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2300
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D
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Common Stock
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9/3/2019
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F
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229 (4)
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D
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$149.93
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2071
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D
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Common Stock
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9/4/2019
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S
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1505 (6)
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D
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$151.58
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566
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D
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Each restricted stock unit ("RSU") represents a contingent right to receive one share of KLA common stock.
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(2)
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On September 3, 2015 the reporting person was granted PRSUs, which in 2018 the Compensation Committee determined was for an aggregate of 3,282 shares based on the performance conditions attained. On September 3, 2019, the remaining shares vested.
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(3)
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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.
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(4)
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Pursuant to the terms of the grant, shares of KLA common stock were automatically withheld at vesting to cover required tax withholding. The fair market value of KLA common stock used for purposes of calculating the number of shares to be withheld was the closing price of KLA common stock as reported on September 3, 2019.
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(5)
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On September 3, 2015 the reporting person was granted RSUs for 2,647 shares of KLA common stock. On September 3, 2019, the remaining shares vested.
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(6)
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This sale was effected pursuant to the terms of a Rule 10b5-1 trading plan adopted by the Reporting Person on February 26, 2019.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Lorig Brian ONE TECHNOLOGY DRIVE MILPITAS, CA 95035
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Executive Vice President
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Signatures
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/s/ Teri A. Little, attorney-in-fact for Brian Lorig
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9/4/2019
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**Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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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