ON SEMICONDUCTOR CORP — Director's Dealing 2016

Dec 28, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ON)
CIK: 0001097864
Period of Report: 2016-12-23

Reporting Person: CAVE GEORGE H (EVP, Gen Cnsl, CC&EO, & Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-23	Common	M	45000.0000	$9.2080	Acquired	365660.0000	Direct
2016-12-23	Common	S	5000.0000	$12.6900	Disposed	360660.0000	Direct
2016-12-23	Common	S	10000.0000	$12.6900	Disposed	350660.0000	Direct
2016-12-23	Common	S	45000.0000	$12.7382	Disposed	305660.0000	Direct
2016-12-27	Common	S	10000.0000	$12.9900	Disposed	295660.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-23	Stock Option (right to buy)	$9.2080	M	45000.0000	Disposed	2017-03-05	Common (45000.0000)	Direct

Footnotes

F1: This transaction was made pursuant to the Reporting Person's existing Rule 10b5-1 plan (i.e. a stock trading plan designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended).

F2: This disposition transaction was executed in multiple trades at pricing ranging from $12.69 to $12.79. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide, upon request, to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.