Statement of Changes in Beneficial Ownership (4)
November 26 2019 - 5:31PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
WALLACE RICHARD P |
2. Issuer Name and Ticker or Trading Symbol
KLA CORP
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KLAC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO |
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(Last)
(First)
(Middle)
ONE TECHNOLOGY DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/22/2019 |
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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) | 11/22/2019 | | A | | 39810 (2) | A | $0 | 171714 (3) | D | |
| Common Stock - Restricted Stock Units (1) | 11/22/2019 | | M | | 39810 (2) | D | $0 | 131904 (3) | D | |
| Common Stock | 11/22/2019 | | M | | 39810 (2) | A | $0 | 133774 | D | |
| Common Stock | 11/22/2019 | | F | | 19738 (4) | D | $158.49 | 114036 | D | |
| Common Stock | | | | | | | | 9182 | I | By Trust (5) |
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) | 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) | Each RSU represents a contingent right to receive one share of KLA common stock. |
| (2) | On November 11, 2016, the reporting person was granted performance-based RSU for a target number of shares of KLA common stock equal to 33,454 shares with a performance condition based on the relative free cash flow of the Company compared to its peer group over the three years in the period ended September 30, 2019. The maximum number of shares eligible to vest under the PRSUs was 125% of the target number of shares. On November 22, 2019, it was determined that the performance condition had been met at 119% of the target shares. 100% of the shares vested on November 22, 2019. |
| (3) | 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. |
| (4) | 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 November 22, 2019. |
| (5) | Shares 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
WALLACE RICHARD P
ONE TECHNOLOGY DRIVE
MILPITAS, CA 95035 | X |
| President and CEO |
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Signatures
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| /s/ Teri Little as Attorney-in-Fact for Richard P. Wallace | | 11/26/2019 |
| **Signature of Reporting Person | Date |
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