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: RASHID MAMOON (SVP & GM of SSG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-02	Common	F	3965.0000	$8.8200	Disposed	198377.0000	Direct
2016-03-03	Common	F	4485.0000	$8.9400	Disposed	193892.0000	Direct
2016-03-03	Common	F	9059.0000	$8.9400	Disposed	184833.0000	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 500 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.