ON SEMICONDUCTOR CORP — Director's Dealing 2016

Mar 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ON)
CIK: 0001097864
Period of Report: 2016-03-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-02	Common	F	4657.0000	$8.8200	Disposed	234433.2100	Direct
2016-03-03	Common	F	5206.0000	$8.9400	Disposed	229227.2100	Direct
2016-03-03	Common	F	10412.0000	$8.9400	Disposed	218815.2100	Direct
2016-03-03	Common	S	40782.0000	$8.8936	Disposed	178033.2100	Direct

Footnotes

F1: This disposition transaction represents shares withheld by the Issuer in connection with the March 2, 2015 restricted stock units award to the Reporting Person under the Issuer's Amended and Restated Stock Incentive Plan. On March 2, 2016, certain of these units vested. These shares were withheld to satisfy the Reporting Person's tax withholding obligations. The Issuer will pay these taxes on behalf of the Reporting Person.

F2: Includes an aggregate of 450.21 shares acquired by Reporting Person under the Issuer's Employee Stock Purchase Plan for the quarter ended December 31, 2015.

F3: This disposition transaction represents shares withheld by the Issuer in connection with the March 3, 2014 restricted stock units award to the Reporting Person under the Issuer's Amended and Restated Stock Incentive Plan. On March 3, 2016, certain of these units vested. These shares were withheld to satisfy the Reporting Person's tax withholding obligations. The Issuer will pay these taxes on behalf of the Reporting Person

F4: This disposition transaction represents shares withheld by the Issuer in connection with Reporting Person's 2014 PBRSU Award and related award agreements. On March 3, 2016, certain of these units vested. These shares were withheld to satisfy the Reporting Person's tax withholding obligations. The Issuer will pay these taxes on behalf of the Reporting Person.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.89 to $8.90, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.