ON SEMICONDUCTOR CORP — Director's Dealing 2017

Oct 18, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ON)
CIK: 0001097864
Period of Report: 2017-10-16

Reporting Person: GUTMANN BERNARD (Exec VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-16	Common	M	20000.0000	$5.9300	Acquired	555248.0000	Direct
2017-10-16	Common	S	20000.0000	$19.6229	Disposed	535248.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-16	Stock Option (right to buy)	$5.9300	M	20000.0000	Disposed	2018-03-03	Common (20000.0000)	Direct

Footnotes

F1: This transaction was made pursuant to the Reporting Person's existing Rule 10b5-1 plan (i.e., a stock trading plan designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended).

F2: This disposition transaction was executed in multiple trades at prices ranging from $19.51 to $19.70. 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.

F3: On March 3, 2008, the Reporting Person was awarded an employee stock option (the "Option") to acquire 20,000 shares (the "Shares") of the Issuer's common stock. Pursuant to the terms of the Option, 25% of the Shares became exercisable on March 3, 2009 and the remaining 75% of the Shares became exercisable in equal, annual installments thereafter until March 3, 2012, at which time all remaining Shares under the Option became fully exercisable.