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ON SEMICONDUCTOR CORP Director's Dealing 2012

Oct 1, 2012

30289_dirs_2012-10-01_c9a46485-5fbb-4e81-a1ee-3b9e30b94103.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ONNN)
CIK: 0001097864
Period of Report: 2012-09-26

Reporting Person: GUTMANN BERNARD (Exec VP & CFO)

Holdings (Non-Derivative)

Security Shares Ownership
Common 17422.0000 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right to buy) $4.8000 2015-02-17 Common (10000.0000) Direct
Stock Option (right to buy) $5.9300 2018-03-03 Common (20000.0000) Direct
Stock Option (right to buy) $6.3100 2017-07-06 Common (4000.0000) Direct
Stock Option (right to buy) $6.8300 2016-03-23 Common (30000.0000) Direct
Stock Option (right to buy) $7.0200 2014-02-05 Common (35000.0000) Direct
Stock Option (right to buy) $8.4000 2019-03-05 Common (6667.0000) Direct
Stock Option (right to buy) $9.2080 2017-03-05 Common (25000.0000) Direct

Footnotes

F1: Granted on February 17, 2005 under the Issuer's 2000 Stock Incentive Plan. The option vested in four (4) equal installments on each of the first through fourth anniversaries of the Grant Date.

F2: Granted on March 3, 2008 under the Issuer's 2000 Stock Incentive Plan. The option vested in four (4) equal installments on each of the first through fourth anniversaries of the Grant Date.

F3: Granted on July 6, 2010 under the Issuer's Amended and Restated Stock Incentive Plan ("Amended and Restated SIP"). The option vests in four (4) equal installments on each of the first through fourth anniversaries of the Grant Date, subject to continued employment with the Issuer and other terms and conditions of the Amended and Restated SIP and the related stock option agreement.

F4: Granted on March 23, 2006 under the Issuer's 2000 Stock Incentive Plan. The option vested in four (4) equal installments on each of the first through fourth anniversaries of the Grant Date.

F5: Granted on February 5, 2004 under the Issuer's 2000 Stock Incentive Plan. The option vested as follows: 25% on February 5, 2005 and 75% on November 16, 2005.

F6: Granted on March 5, 2012 under the Issuer's Amended and Restated Stock Incentive Plan ("Amended and Restated SIP"). The option is exercisable as follows: 25% on March 13, 2013 and approximately 6.25% quarterly thereafter on June 5th, September 5th, December 5th and March 5th, up to and including March 5, 2016, subject to continued employment with the Issuer and other terms and conditions of the Amended and Restated SIP and the related stock option agreement.

F7: Granted on March 5, 2007 under the Issuer's 2000 Stock Incentive Plan. The option vested in four (4) equal installments on each of the first through fourth anniversaries of the Grant Date.