ON SEMICONDUCTOR CORP — Director's Dealing 2014

Sep 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ONNN)
CIK: 0001097864
Period of Report: 2014-09-02

Reporting Person: Schromm William A. (EVP & Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-02	Common	A	30644.0000	$9.7900	Acquired	254051.0000	Direct
2014-09-03	Common	M	1224.0000	$6.8300	Acquired	255275.0000	Direct
2014-09-03	Common	D	1224.0000	$9.8300	Disposed	254051.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-03	Stock Option (right to buy)	$6.8300	M	1224.0000	Disposed	2016-03-23	Common (1224.0000)	Direct

Footnotes

F1: On August 20, 2014, 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 September 2, 2014 and with equal pro rata vesting over a 3-year period beginning 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.

F2: 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).