Form Type: 4

SEC EDGAR Link
Accession Number:0001628280-20-012358
Date:2020-08-06
Issuer: KLA CORP (KLAC)
Original Submission Date:

Reporting Person:

WALLACE RICHARD P
ONE TECHNOLOGY DRIVE
MILPITAS, CA 95035

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK - RESTRICTED STOCK UNITS 2020-08-06 A 18,348 a $0.00 150,185 direct
COMMON STOCK - RESTRICTED STOCK UNITS 2020-08-06 A 56,280 a $0.00 206,465 direct
COMMON STOCK - RESTRICTED STOCK UNITS 2020-08-06 M 28,140 d $0.00 178,325 direct
COMMON STOCK 2020-08-06 M 28,140 a $0.00 125,973 direct
COMMON STOCK 2020-08-06 F 13,952 d $203.59 112,021 direct
COMMON STOCK 2020-08-06 0 $0.00 9,182 indirect f7
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 each restricted stock unit ("rsu") represents a contingent right to receive one share of kla common stock.
f2 on august 6, 2020, the reporting person received a grant of rsus. the rsus vest 25% annually from the date of grant.
f3 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.
f4 on august 3, 2017, in addition to the rsus granted on that date that were subject only to service-vesting requirements (which rsus were previously reported on a form 4), the reporting person was also granted rsus covering up to a maximum of 67,536 shares (based on 150% of the target shares of 45,024) of kla common stock, subject to both performance-vesting and service-vesting requirements. on august 6, 2020, the compensation committee of kla's 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 56,280.
f5 the reporting person vested fifty percent (50%) of the performance-based rsus upon the date on which the compensation committee of kla's board of directors determined the level at which the underlying performance goals were attained (august 6, 2020) and will vest in the remaining fifty percent (50%) upon his completion of four years of service following the award (august 3, 2021). the shares of common stock will be issued as the performance-based rsus vest.
f6 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 august 6, 2020.
f7 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.
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