ON SEMICONDUCTOR CORP — Director's Dealing 2010

Aug 19, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ONNN)
CIK: 0001097864
Period of Report: 2010-08-18

Reporting Person: Hall William (Sr VP & GM, Std Prod Grp)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-18	Common	A	5000	$6.53	Acquired	101489	Direct
2010-08-18	Common	F	1578	$6.53	Disposed	99911	Direct

Footnotes

F1: This transaction reports the acquisition by the Reporting Person, effective August 18, 2010, of 5,000 shares of common stock resulting from the attainment of certain performance goals under an earlier Performance Based Restricted Stock Units Award ("PBRSU Award"), as described more below. The Compensation Committee of the Issuer originally awarded 25,000 PBRSUs to the Reporting Person with an effective grant date of March 3, 2008 subject to the Issuer's 2000 Stock Incentive Plan and a related award agreement.

F2: This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's March 3, 2008 award of Performance Based Restricted Stock Units ("PBRSUs"). On August 18, 2010 certain of these units vested. These shares were withheld to satisfy the Reporting Person's withholding obligations for various taxes and similar items. The Issuer will pay these taxes on behalf of the Reporting Person.