ON SEMICONDUCTOR CORP — Director's Dealing 2014

Sep 4, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ONNN)
CIK: 0001097864
Period of Report: 2014-08-25

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	223407.0000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$5.9300	2018-03-03	Common (80000.0000)		Direct
Stock Option (right to buy)	$6.8300	2016-03-23	Common (27000.0000)		Direct
Stock Option (Right to Buy)	$8.4000	2019-03-05	Common (54366.0000)		Direct
Stock Option (right to buy)	$9.2080	2017-03-05	Common (60000.0000)		Direct

Footnotes

F1: Granted on March 3, 2008 under the Issuer's 2000 Stock Incentive Plan. The option vested in four (4) equal installments on each of the first through fourth anniversaries of the Grant Date.

F2: Granted on March 23, 2006 under the Issuer's 2000 Stock Incentive Plan. The option vested in four (4) equal installments on each of the first through fourth anniversaries of the Grant Date.

F3: Granted on March 5, 2012 under the Issuer's Amended and Restated Stock Incentive Plan ("Amended and Restated SIP"). The option is exercisable as follows: 25% on March 13, 2013 and approximately 6.25% quarterly thereafter on June 5th, September 5th, December 5th and March 5th, up to and including March 5, 2016, subject to continued employment with the Issuer and other terms and conditions of the Amended and Restated SIP and the related stock option agreement.

F4: Granted on March 5, 2007 under the Issuer's 2000 Stock Incentive Plan. The option vested in four (4) equal installments on each of the first through fourth anniversaries of the Grant Date.