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ON SEMICONDUCTOR CORP Director's Dealing 2016

Aug 9, 2016

30289_dirs_2016-08-09_77d783ee-be05-466e-a8d8-19e124e15a67.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ON)
CIK: 0001097864
Period of Report: 2016-08-05

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-08-05 Common F 1566.0000 $9.9900 Disposed 241192.0000 Direct
2016-08-05 Common F 3331.0000 $9.9900 Disposed 237861.0000 Direct

Footnotes

F1: This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's 2013 PBRSU Award and related award agreements. On August 5, 2016, certain of these units vested. The shares were withheld to satisfy the Reporting Person's tax withholding obligations. The Issuer will pay these taxes on behalf of Reporting Person.

F2: This disposition transaction represents shares withheld by the Issuer in connection with the August 5, 2013 restricted stock units awarded to Reporting Person under the Issuer's Amended and Restated Stock Incentive Plan. On August 6, 2016, certain of these units vested. These shares were withheld to satisfy the Reporting Persons tax withholding obligations. The issuer will pay these taxes on behalf of the Reporting Person.

F3: Includes an aggregate of 906 shares acquired by Reporting Person under the Issuer's Employee Stock Purchase Plan for the quarters ended April 1, 2016 and July 1, 2016.