ON SEMICONDUCTOR CORP — Director's Dealing 2014

Feb 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ONNN)
CIK: 0001097864
Period of Report: 2014-02-21

Reporting Person: RASHID MAMOON (SVP & GM of SSG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-21	Common	A	4749.0000	$9.3800	Acquired	111628.0000	Direct
2014-02-21	Common	A	188.0000	$9.3800	Acquired	111816.0000	Direct
2014-02-21	Common	F	78.0000	$9.3800	Disposed	111738.0000	Direct
2014-02-21	Common	F	668.0000	$9.3800	Disposed	111070.0000	Direct

Footnotes

F1: This transaction reports the acquisition effective February 21, 2014 of 4,749 units resulting from the attainment of a performance goal under an earlier Performance Based Restricted Stock Units Award as described more below. The Compensation Committee of the Issuer originally awarded 33,937 Performance Based Restricted Stock Units to the Reporting Person with an effective grant date of March 25, 2013 subject to the Issuer's Amended and Restated Stock Incentive Plan ("2013 PBRSU Award"). The 2013 PBRSU Award covered a performance period of one year (fiscal 2013) and the number of shares eligible for vesting is based upon the Issuer achieving certain adjusted non-GAAP EBITDA with straight line interpolation between threshold and target non-GAAP EBITDA amounts. Following achievement of the 2013 non-GAAP EBITDA performance metric the acquired units will vest annually in three tranches with the first tranche having vested on February 21, 2014.

F2: This transaction reports the acquisition, effective February 21, 2014 of 188 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 Committee of the Issuer originally awarded 4,500 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 interest, taxes, depreciation and amortization ("EBITDA") minimum or maximum performance measures as set forth in the 2012 PBRSU Award agreement.

F3: This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's 2012 PBRSU Award and related award agreements. On February 21, 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.

F4: This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's 2013 PBRSU Award and related award agreements. On February 21, 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.