ON SEMICONDUCTOR CORP — Director's Dealing 2011

Feb 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ONNN)
CIK: 0001097864
Period of Report: 2011-02-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-14	Common	S	13500.0000	$11.6041	Disposed	51817.9130	Direct

Footnotes

F1: This disposition transaction was executed in multiple trades at prices ranging from $11.60 to $11.60627. 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.

F2: Includes 500 shares acquired by Reporting Person under Issuer's Employee Stock Purchase Plan from 10/1/2010 through 12/31/10.