ON SEMICONDUCTOR CORP — Director's Dealing 2014

Aug 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ONNN)
CIK: 0001097864
Period of Report: 2014-07-31

Reporting Person: JACKSON KEITH D (Director, CEO & Pres.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-31	Common	A	39682.0000	$8.5600	Acquired	2223819.0000	Direct
2014-07-31	Common	F	18672.0000	$8.5600	Disposed	2205147.0000	Direct

Footnotes

F1: This transaction reports the acquisition, effective July 31, 2014, of 39,682 units resulting from the attainment of a performance goal under an earlier Performance Based Stock Units Award, as described more below. The Compensation Committee of the Issuer originally awarded 238,095 Performance Based Restricted Stock Units to the Reporting Person, with an effective grant date of March 5, 2012, subject to the Issuer's Amended and Restated Stock Incentive Plan ("2012 PBRSU Award"). The 2012 PBRSU Award vests generally over a three-year period, but only upon the Issuer achieving certain adjusted non-GAAP earnings before taxes, depreciation and amortization ("EBITDA") minimum or maximum performance measures, as set forth in the 2012 PBRSU agreement.

F2: This disposition transaction represents shares withheld by the Issuer, pursuant to the Reporting Person's 2012 PBRSU Award and related award agreements. On July 31, 2014, certain of these units vested. The 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.