ON SEMICONDUCTOR CORP — Director's Dealing 2013

Feb 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ONNN)
CIK: 0001097864
Period of Report: 2013-02-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-26	Common	A	11667.0000	$7.9500	Acquired	201675.0000	Direct
2013-02-26	Common	F	3995.0000	$7.9500	Disposed	197680.0000	Direct

Footnotes

F1: This transaction reports the acquisition, effective February 26, 2013, of 11,667 shares of common stock resulting from the attainment of a performance goal under an earlier Performance Based Restricted Stock Units Award, as described more below. The Compensation Commitee of the issuer originally awarded 70,000 Performance Based Restricted Stock Units to the Reporting Person with an effective grant date of February 16, 2010 subject to the Issuer's 2000 Stock Incentive Plan and a related award agreement ("2010 PBRSU Award"). The 2010 PBRSU Award vested generally over a three-year period, but only upon the Issuer achieving certain revenue and adjusted non-GAAP earnings before interest, taxes, depreciation and amortization ("EBITDA") minimum or maximum performance measurements as set forth in the 2010 PBRSU Award agreement.

F2: This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's 2010 PBRSU Award and related award agreements. On February 26, 2013, certain of these units vested. These shares were withheld to satisfy the Reporting Person's withholding obligations for various txes and similar items. The Issuer will pay these taxes on behalf of the Reporting Person.