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ON SEMICONDUCTOR CORP Director's Dealing 2015

Mar 3, 2015

30289_dirs_2015-03-03_b7cfdb52-72af-44cc-993b-5a5c1dfeaeb3.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: 2015-02-27

Reporting Person: Hall William (EVP & GM, Std Prod Grp)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-02-27 Common A 85562.0000 $0.0000 Acquired 405251.0000 Direct
2015-02-27 Common A 1132.0000 $0.0000 Acquired 406383.0000 Direct
2015-02-27 Common F 428.0000 $12.7500 Disposed 405955.0000 Direct
2015-02-27 Common F 9343.0000 $12.7500 Disposed 396612.0000 Direct

Footnotes

F1: This transaction reports the acquisition effective February 27, 2015 of 85,562 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 transaction reports the acquisition, effective February 27, 2015 of 1,132 shares of common stock resulting from the attainment of a performance goal under an earlier Performance Based Restricted Stock Units Award. The Compensation Committee of the Issuer originally awarded 27,182 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 EBITDA performance measures.

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

F4: This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's 2014 PBRSU Award and related award agreements.