ON SEMICONDUCTOR CORP — Director's Dealing 2013

Nov 7, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ONNN)
CIK: 0001097864
Period of Report: 2013-11-05

Reporting Person: Rolls Paul E (Exec VP Sales & Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-05	Common	D	5024.0000	$7.3200	Disposed	72781.0000	Direct

Footnotes

F1: This disposition transaction represents shares withheld by the Issuer in connection with the November 5, 2012 restricted stock unit award to the Reporting Person under the Issuer's Amended and Restated Stock Incentive Plan. On November 5, 2013 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.

F2: Includes 332 shares acquired by Reporting Person under Issuer's Employee Stock Purchase Plan for the quarter ended September 30, 2013.