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ON SEMICONDUCTOR CORP Director's Dealing 2014

Nov 7, 2014

30289_dirs_2014-11-07_15be7986-7e51-4e34-b3c2-81b27d6a959e.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ONNN)
CIK: 0001097864
Period of Report: 2014-11-05

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-11-05 Common D 5024.0000 $8.2100 Disposed 126899.0000 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, 2014 certain of these units vested. These shares were withheld to satisfy the Reporting Person's withholding obligations for varoius taxes and similar items. The Issuer will pay these taxes on behalf of the Reporting Person.

F2: Includes an aggregate of 732 shares acquired by Reporting Person under Issuer's Employee Stock Purchase Plan for the quarters ended June 27, 2014 and September 26, 2014.