ON SEMICONDUCTOR CORP — Director's Dealing 2011

Mar 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ONNN)
CIK: 0001097864
Period of Report: 2011-03-07

Reporting Person: ABE ATSUSHI (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-07	Common	A	4357.0000	$10.7100	Acquired	4357.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-07	Stock Option (right to buy)	$10.7100	A	20000.0000	Acquired	2021-03-07	Common (20000.0000)	Direct

Footnotes

F1: On February 16, 2011, the Compensation Committee of the Board of Directors of the Issuer approved the award of fully vested stock to the Reporting Person under the Issuer's Amended and Restated Stock Incentive Plan ("Plan"), with an effective grant date of March 7, 2011, subject to the terms and conditions of the Issuer's Plan and the relevant award agreement. This award was for no consideration other than service as a member of the Issuer's Board.

F2: On February 16, 2011, the Compensation Committee of the Board of Directors granted this stock option to the Reporting Persion under the Issuer's Amended and Restated Stock Incentive Plan ("Plan"), with an effective grant date of March 7, 2011. Generally the stock option will vest one-third on each of the first through third anniversaries of the grant date, subject to the terms and conditions of the Plan and the related option agreement. The exercise price is the closing price on the grant date. This award was for no consideration other than service as a member of the Issuer's Board.