ON SEMICONDUCTOR CORP — Director's Dealing 2017

Nov 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ON)
CIK: 0001097864
Period of Report: 2017-11-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-15	Common	M	54366.0000	$8.4000	Acquired	666815.0000	Direct
2017-11-15	Common	S	54366.0000	$21.1799	Disposed	612449.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-15	Stock Option (Right to Buy)	$8.4000	M	54366.0000	Disposed	2019-03-05	Common (54366.0000)	Direct

Footnotes

F1: This disposition transaction was executed in multiple trades at prices ranging from $21.15 to $21.2301. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide, upon request, to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

F2: On March 5, 2012, the Reporting Person was awarded an employee stock option (the "Option") to acquire 54,366 shares (the "Shares") of the Issuer's common stock, including the underlying securities reported in Table II of this Form 4. Pursuant to the terms of the Option, 25% of the Shares became exercisable on March 5, 2013 and the remaining 75% of the Shares became exercisable in equal, quarterly installments thereafter until March 5, 2016, at which time all remaining Shares under the Option became fully exercisable.