ON SEMICONDUCTOR CORP — Director's Dealing 2016

Mar 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ON)
CIK: 0001097864
Period of Report: 2016-03-25

Reporting Person: Schromm William A. (EVP & Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-25	Common	F	4593.0000	$9.3900	Disposed	474497.0000	Direct
2016-03-25	Common	F	7177.0000	$9.3900	Disposed	467320.0000	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 March 25, 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 March 25, 2013 restricted stock units award to the Reporting Person under the Issuer's Amended and Restated Stock Incentive Plan. On March 25, 2016, certain of these units vested. These 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.