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: 2008-10-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-10-10	Common	A	1412.0000	$0.0000	Acquired	357033.0000	Direct
2012-03-05	Common	A	95238.0000	$0.0000	Acquired	830119.0000	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	190477.0000	Acquired	2022-03-05	Common (190477.0000)	Direct

Footnotes

F1: 2,000 shares of Catalyst Semiconductor were previously owned by the Reporting Person prior to the merger of Catalyst Semiconductor into ON Semiconductor Corporation. As a result of the merger, each Catalyst share was exchanged for .706 ON Semiconductor shares, resulting in the acquisition of 1,412 shares of ON Semiconductor stock by the Reporting Person. This transaction was not previously reported due to a clerical error.

F2: Balance as of transaction date, October 10, 2008.

F3: 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.

F4: 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.