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ON SEMICONDUCTOR CORP Director's Dealing 2011

Mar 7, 2011

30289_dirs_2011-03-07_86e509e5-9d0c-4719-8c76-86293f8abedf.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: 2011-03-03

Reporting Person: COLVIN DONALD A (Exec VP & CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-03-03 Common S 5000.0000 $11.2000 Disposed 577585.0000 Direct
2011-03-03 Common F 6925.0000 $11.0800 Disposed 570660.0000 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 represents shares withheld by the Issuer pursuant to the Reporting Person's March 3, 2008 award of restricted stock units. On March 3, 2011, 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.