Wallace Richard P Form 4 KLA / RICHARD P WALLACE ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WALLACE RICHARD P

(Last) (First) (Middle)

ONE TECHNOLOGY DRIVE

(Street)

MILPITAS CA 95035

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KLA CORP [ KLAC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	08/03/2024		F		1,944.032(1)	D	$696.17	149,061.812(2)	D
Common Stock	08/04/2024		F		1,995.1(3)	D	$696.17	147,066.712(4)	D
Common Stock	08/05/2024		F		2,143.84(5)	D	$696.17	144,922.872(6)	D
Common Stock	08/05/2024		F		9,648.764(7)	D	$696.17	135,274.108(8)	D
Common Stock								5,435(9)	I	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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 August 3, 2023, the Reporting Person was granted restricted stock units ("RSUs") for 15,684.000 shares of KLA common stock. On August 3, 2024, twenty-five percent (25%) of the RSUs vested. 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 2, 2024.

2. The number of shares of KLA common stock includes 115,530.721 shares issuable upon vesting of RSUs.

3. On August 4, 2022, the Reporting Person was granted restricted stock units ("RSUs") for 16,097.000 shares of KLA common stock. On August 4, 2024, twenty-five percent (25%) of the RSUs vested. 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 2, 2024.

4. The number of shares of KLA common stock includes 111,506.721 shares issuable upon vesting of RSUs.

5. On August 5, 2021, the Reporting Person was granted restricted stock units ("RSUs") for 17,298.000 shares of KLA common stock. On August 5, 2024, twenty-five percent (25%) of the RSUs vested. 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 2, 2024.

6. The number of shares of KLA common stock includes 107,182.721 shares issuable upon vesting of RSUs.

7. On August 5, 2024, 50% of the performance-based restricted stock units granted on August 5, 2021 vested. Pursuant to the terms of the grant, shares of KLA common stock were automatically withheld to cover required tax withholding. The fair 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 2, 2024.

8. The number of shares of KLA common stock includes 87,721.721 shares issuable upon vesting of RSUs.

9. 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.

	/s/ Jeffrey S. Cannon, as attorney-in-fact for Richard P. Wallace	08/06/2024
	** 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).
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