ON SEMICONDUCTOR CORP — Director's Dealing 2015

Nov 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ON)
CIK: 0001097864
Period of Report: 2015-11-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-05	Common	F	7284.0000	$11.2800	Disposed	238640.0000	Direct

Footnotes

F1: This disposition transaction represents shares withheld by the Issuer in connection with the November 5, 2012 restricted stock units award to the Reporting Person under the Issuer's Amended and Restated Stock Incentive Plan. On November 5, 2015 certain of these units vested. These shares were withheld to satisfy the Reporting Person's tax withholding obligations. The Issuer will pay these taxes on behalf of the Reporting Person.

F2: Includes an aggregate of 500 shares acquired by Reporting Person under the Issuer's Employee Stock Purchase Plan for the quarter ended October 2, 2015.