ON SEMICONDUCTOR CORP — Director's Dealing 2012

Feb 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ONNN)
CIK: 0001097864
Period of Report: 2012-02-22

Reporting Person: Hall William (Sr VP & GM, Std Prod Grp)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-22	Common	A	26667.0000	$9.0400	Acquired	198108.0000	Direct
2012-02-22	Common	A	20526.0000	$9.0400	Acquired	218634.0000	Direct
2012-02-22	Common	F	6734.0000	$9.0400	Disposed	211900.0000	Direct
2012-02-22	Common	F	8414.0000	$9.0400	Disposed	203486.0000	Direct

Footnotes

F1: This transaction reports the acquisition, effective February 22, 2012, of 26,667 shares of common stock resulting from the attainment of performance goals under an earlier Performance Based Restricted Stock Units Award ("2010 PBRSU Award"), as described more below. The Compensation Committee of the Issuer originally awarded 80,000 PBRSUs to the Reporting Person with an effective grant date of February 16, 2010 subject to the Issuer's 2000 Stock Incentive Plan and a related award agreement. The 2010 PBRSU Award will vest generally over a three-year period, but only upon the Issuer achieving certain revenue and adjusted non-GAAP earnings before interest, taxes, depreciation and amortization ("EBITDA") minimum or maximum performance measurements as set forth in the 2010 PBRSU Award agreement.

F2: This transaction reports the acquisition, effective February 22, 2012, of 20,526 shares of common stock resulting from the attainment of a performance goal under an earlier Performance Based Restricted Stock Units Award ("PBRSU Award"), as described more below. The Compensation Committee of the Issuer originally awarded 246,303 PBRSUs to the Reporting Person with an effective grant date of March 2, 2009 subject to the Issuers 2000 Stock Incentive Plan and a related award agreement. The PBRSU Award will vest generally over a three-year (twelve quarter) period, but only upon the Issuer achieving certain adjusted non-GAAP earnings before interest, taxes, depreciation and amortization ("EBITDA") base and target performance measurements as set forth in the PBRSU Award agreement.

F3: This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's March 2, 2009 PBRSU award. On February 22, 2012, 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.

F4: This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's February 16, 2010 PBRSU awards and related award agreements. On February 22, 2012, 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.

F5: Includes 500 shares acquired by Reporting Person under the Issuer's Employee Stock Purchase Plan from October 1, 2011 through December 31, 2011.