ON SEMICONDUCTOR CORP — Director's Dealing 2017

Apr 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ON)
CIK: 0001097864
Period of Report: 2017-03-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-31	Common	M	3219.0000	$6.4600	Acquired	263320.0000	Direct
2017-03-31	Common	S	3219.0000	$15.5000	Disposed	260101.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-31	Stock Option (Right to Buy)	$6.4600	M	3219.0000	Disposed	2019-11-05	Common (3219.0000)	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: Includes an aggregate of 490 shares acquired by the Reporting Person under the Issuer's Employee Stock Purchase Plan for the quarter ended March 31, 2017.

F3: On November 5, 2012, the Reporting Person was awarded an employee stock option (the "Option") to acquire 92,879 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 November 5, 2013 and the remaining 75% of the Shares became exercisable in equal, quarterly installments thereafter until November 5, 2016, at which time all remaining Shares under the Option became fully exercisable.