ON SEMICONDUCTOR CORP — Director's Dealing 2016

Aug 10, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ON)
CIK: 0001097864
Period of Report: 2016-08-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-08	Common	A	20843.0000	$0.0000	Acquired	348542.0000	Direct
2016-08-08	Common	F	3382.0000	$10.1100	Disposed	345160.0000	Direct

Footnotes

F1: This Form 4 reports the acquisition on August 8, 2016 of 20,843 units from the attainment of a performance goal under an earlier Performance Based Restricted Stock Units (PBRSU) Award. The original award of 31,345 PBRSUs to the Reporting Person was made on March 2, 2015 (the "2015 PBRSU Award"). The 2015 PBRSU Award covered a performance period of six consecutive fiscal quarters beginning with the quarter commencing January 1, 2015 (the "Performance Measurement Period"), and the number of shares eligible for vesting was based upon the Issuer achieving certain adjusted non-GAAP EBITDA. Based on the determined achievement of the adjusted non-GAAP EBITDA metric for the Performance Measurement Period, the acquired units will vest in two equal tranches, with the first tranche having vested on August 8, 2016.

F2: This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's 2015 PBRSU Award and related award agreements. On August 8, 2016, certain of these units vested. The shares were withheld to satisfy the Reporting Person's withholding obligations for various taxes and similar items. The Issuer will pay these taxes on behalf of the Reporting Person.

F3: Includes an aggregate of 1,000 shares acquired by Reporting Person under the Issuer's Employee Stock Purchase Plan for the quarters ended April 1, 2016 and July 1, 2016.