ON SEMICONDUCTOR CORP — Director's Dealing 2016

Feb 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ON)
CIK: 0001097864
Period of Report: 2016-02-24

Reporting Person: OZCELIK TANER (SVP&GM, Image Sensor Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-24	Common	A	40859.0000	$0.0000	Acquired	108995.0000	Direct
2016-02-24	Common	F	5630.0000	$8.2950	Disposed	103365.0000	Direct

Footnotes

F1: This transaction reports the acquisition, effective February 24, 2016 of 40,859 shares of common stock resulting from the attainment of a performance goal under Performance Based Restricted Stock Units awarded to the Reporting Person with a grant date of September 2, 2014, subject to the Issuer's Amended and Restated Stock Incentive Plan ("2014 PBRSU Award"). The 2014 PBRSU Award units covered a performance period of one year (fiscal 2015), and the number of shares eligible for vesting is based on achievement of certain adjusted non-GAAP EBIT performance measures. Vesting of the 2014 PBRSU Award is as follows: (1) one-third of the units vested on February 24, 2016; (2) an additional one-third of the units earned will vest on the second anniversary of the grant date; and (3) the final one-third will vest on the third anniversary of the grant date.

F2: Includes an aggregate of 1,000 shares acquired by Reporting Person under the Issuer's Employee Stock Purchase Plan for the quarters ended September 30, 2015 and December 31, 2015.

F3: This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's 2014 PBRSU Award and related award agreements.