ON SEMICONDUCTOR CORP — Director's Dealing 2012

Mar 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ONNN)
CIK: 0001097864
Period of Report: 2012-03-05

Reporting Person: CAVE GEORGE H (SVP, Gen Cnsl, CC&EO, & Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-05	Common	A	39682.0000	$0.0000	Acquired	203934.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-05	Stock Option (Right to Buy)	$8.4000	A	79366.0000	Acquired	2022-03-05	Common (79366.0000)	Direct

Footnotes

F1: On February 16, 2012, the Compensation Committee of the Board of Directors awarded these restricted stock units to the Reporting Person under the Issuer's Amended and Restated Stock Incentive Plan ("Plan"), with an effective grant date of March 5, 2012 and with equal pro rata vesting over a 3-year period beginning on the first anniversary of the grant date, subject to the terms and conditions of the Plan and the relevant award agreement. This award may only be settled in shares of the Issuer's common stock upon vesting. The award was for no consideration other than service as an executive officer of the Issuer.

F2: On February 16, 2012, the Compensation Committee of the Board of Directors granted this stock option to the Reporting Person under the Issuer's Amended and Restated Stock Incentive Plan ("Plan"), with an effective grant date of March 5, 2012. The stock option will vest over a 4-year period beginning on the first anniversary of the grant date at a rate of 25% and thereafter on a quarterly basis at a rate of 6.25%, 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 an executive officer of the Issuer.