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: Mahoney Robert Charles (Exec VP Sales & Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-05	Common	A	29762.0000	$0.0000	Acquired	194015.0000	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 vests 100% 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.