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ON SEMICONDUCTOR CORP Director's Dealing 2010

Jun 4, 2010

30289_dirs_2010-06-04_0568b215-4e82-4ab8-8d00-9b99571d4678.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: 2010-06-02

Reporting Person: CAVE GEORGE H (SVP, Gen Cnsl, CC&EO, & Sec)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-06-02 Common F 1261 $7.27 Disposed 87366 Direct

Footnotes

F1: On June 2, 2010, the Reporting Person vested in 4,000 restricted stock units ("RSUs") and as a result acquired 4,000 shares of common stock of the Issuer pursuant to the Reporting Person's June 2, 2008 grant of RSUs. The RSUs acquisition was previously reported on an earlier Form 4 filed by the Reporting Person. This Form 4 reports the disposition of shares withheld by the Issuer pursuant to the RSUs' grant agreement in order to satisfy the Reporting Person's withholding obligations for various taxes due upon the vesting of the RSUs. The Issuer will pay the taxes on behalf of the Reporting Person.