ON SEMICONDUCTOR CORP — Director's Dealing 2013

Nov 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ONNN)
CIK: 0001097864
Period of Report: 2013-10-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-31	Common	A	4962.0000	$0.0000	Acquired	265302.0000	Direct
2013-10-31	Common	F	1611.0000	$7.0550	Disposed	263691.0000	Direct
2013-11-01	Common	M	10000.0000	$7.0200	Acquired	273691.0000	Direct
2013-11-01	Common	S	10000.0000	$7.7500	Disposed	263691.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-01	Stock Option (right to buy)	$7.0200	M	10000.0000	Disposed	2014-02-05	Common (10000.0000)	Direct

Footnotes

F1: This transaction reports the acquisition, effective October 31, 2012, of 4,962 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 39,682 PBRSUs to the Reporting Person with an effective grant date of March 5, 2012, subject to the Issuers Amended and Restated Stock Incentive Plan and a related award agreement. The PBRSU Award, which vests generally over a three-year period upon the Issuer achieving certain adjusted non-GAAP earnings before interest, taxes, depreciation and amortization ("EBITDA"), contains threshold and target performance measurements as set forth in the PBRSU Award agreement.

F2: Includes an aggregate of 1,000 shares acquired by Reporting Person under the Issuer's Employee Stock Purchase Plan for the quarters ended June 30, 2013 and September 30, 2013.

F3: This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's March 5, 2012 PBRSU Award. On October 31, 2013, certain of these units vested as described above. 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: These transactions were made pursuant to the Reporting Person's existing Rule 10b5-1 plan (i.e. a stock trading plan designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended).