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ON SEMICONDUCTOR CORP Director's Dealing 2010

Jun 8, 2010

30289_dirs_2010-06-08_b5aad9c0-8466-4244-90c2-30443262e7a4.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ONNN)
CIK: 0001097864
Period of Report: 2010-06-04

Reporting Person: NELSON WILLIAM JOHN (Exec VP & COO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-06-04 Common S 4250 $7.11 Disposed 363524 Direct
2010-06-04 Common F 10889 $7.06 Disposed 352635 Direct

Footnotes

F1: This transaction was made pursuant to the Reporting Person's existing Rule 10b5-1 plan (i.e. a stock trading plan designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended).

F2: This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's June 4, 2007 award of restricted stock units. On June 4, 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.