ON SEMICONDUCTOR CORP — Director's Dealing 2017

Aug 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ON)
CIK: 0001097864
Period of Report: 2017-08-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-07	Common	A	127636.0000	$0.0000	Acquired	388056.0000	Direct
2017-08-07	Common	F	30027.0000	$16.3300	Disposed	358029.0000	Direct

Footnotes

F1: This Form 4 reports the acquisition on August 7, 2017 of 127,636 Performance Based Restricted Stock Units ("PBRSUs") from the attainment of a performance goal under an award made to the Reporting Person on March 7, 2016 (the "2016 PBRSU Award"). The 2016 PBRSU Award covered a performance period of six consecutive fiscal quarters beginning with the quarter commencing January 1, 2016 (the "Performance Measurement Period"), and the number of shares eligible for vesting was based upon the Issuer achieving certain Adjusted Non-GAAP EBITDA, market share growth, and revenue growth performance goals. As a result of the Issuer's achievement of the Adjusted Non-GAAP EBITDA performance goals for the Performance Measurement Period, the acquired PBRSUs will vest in two equal tranches, with the first tranche having vested on August 7, 2017.

F2: Includes an aggregate of 319 shares acquired by the Reporting Person under the Issuer's Employee Stock Purchase Plan for the fiscal quarter ended June 30, 2017.

F3: This disposition transaction reflects shares withheld by the Issuer in connection with the 2016 PBRSU Award. On August 7, 2017, certain of the PBRSUs under the 2016 PBRSU Award vested. Certain of the shares underlying such PBRSUs were withheld to satisfy the Reporting Person's withholding obligations. The Issuer will pay these taxes on behalf of the Reporting Person.