ON SEMICONDUCTOR CORP — Director's Dealing 2015

Mar 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ONNN)
CIK: 0001097864
Period of Report: 2015-02-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-27	Common	A	96258.0000	$0.0000	Acquired	223418.0000	Direct
2015-02-27	Common	M	6440.0000	$6.4600	Acquired	229858.0000	Direct
2015-02-27	Common	S	6440.0000	$12.8545	Disposed	223418.0000	Direct
2015-02-27	Common	F	10412.0000	$12.7500	Disposed	213006.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-27	Stock Option (Right to Buy)	$6.4600	M	6440.0000	Disposed	2019-11-05	Common (6440.0000)	Direct

Footnotes

F1: This transaction reports the acquisition effective February 27, 2015 of 96,258 units resulting from the attainment of performance goals under a Performance Based Restricted Stock Units Award (the "2014 PBRSU Award"). The 2014 PBRSU Award covered a performance period of one year (fiscal 2014) and the number of shares eligible for vesting is based upon the Issuer achieving certain adjusted non-GAAP EBITDA, market share and revenue growth metrics. Following achievement of the performance metrics, the acquired units will vest annually in three tranches with the first tranche having vested on February 27, 2015.

F2: This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's 2014 PBRSU Award and related award agreements.