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ON SEMICONDUCTOR CORP Director's Dealing 2011

Jan 10, 2011

30289_dirs_2011-01-10_220e59d5-14ea-49e0-af8c-03faf063cfed.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: 2011-01-06

Reporting Person: Williams Michael Andrew (SVP & GM, Auto & Pwr Grp)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-01-06 Common M 48750.0000 $9.2080 Acquired 176000.5680 Direct
2011-01-06 Common M 20000.0000 $5.9300 Acquired 196000.5680 Direct
2011-01-06 Common M 10000.0000 $6.8300 Acquired 206000.5680 Direct
2011-01-06 Common S 1025.6550 $10.3200 Disposed 204974.9130 Direct
2011-01-06 Common S 3651.0000 $10.2800 Disposed 201323.9130 Direct
2011-01-06 Common S 4500.0000 $10.3000 Disposed 196823.9130 Direct
2011-01-06 Common S 5339.0000 $10.3000 Disposed 191484.9130 Direct
2011-01-06 Common S 7988.0000 $10.3087 Disposed 183496.9130 Direct
2011-01-06 Common S 10000.0000 $10.2800 Disposed 173496.9130 Direct
2011-01-06 Common S 13426.0000 $10.4000 Disposed 160070.9130 Direct
2011-01-06 Common S 20000.0000 $10.3369 Disposed 140070.9130 Direct
2011-01-06 Common S 48750.0000 $10.3381 Disposed 91320.9130 Direct
2011-01-07 Common S 12997.0000 $10.7000 Disposed 78323.9130 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-01-06 Stock Option (right to buy) $5.9300 M 20000.0000 Disposed 2018-03-03 Common (20000.0000) Direct
2011-01-06 Stock Option (right to buy) $9.2080 M 48750.0000 Disposed 2017-03-05 Common (48750.0000) Direct
2011-01-06 Stock Option (right to buy) $6.8300 M 10000.0000 Disposed 2016-03-23 Common (10000.0000) 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 was executed in multiple trades at prices ranging from $10.29 to $10.34. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide, upon request, to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

F3: This disposition transaction was executed in multiple trades at prices ranging from $10.29 to $10.3587. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide, upon request, to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

F4: This disposition transaction was executed in multiple trades at prices ranging from $10.28 to $10.42. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide, upon request, to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.