ON SEMICONDUCTOR CORP — Director's Dealing 2017

Mar 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ON)
CIK: 0001097864
Period of Report: 2017-03-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-02	Common	F	4658.0000	$15.1600	Disposed	442663.0000	Direct
2017-03-03	Common	F	4628.0000	$15.2100	Disposed	438035.0000	Direct
2017-03-03	Common	F	9255.0000	$15.2100	Disposed	428780.0000	Direct

Footnotes

F1: This disposition transaction represents shares withheld by the Issuer in connection with the March 2, 2015 restricted stock units award to the Reporting Person under the Issuer's Amended and Restated Stock Incentive Plan. On March 2, 2017, certain of these units vested. These shares were withheld to satisfy the Reporting Person's tax withholding obligations. The Issuer will pay these taxes on behalf of the Reporting Person.

F2: This disposition transaction represents shares withheld by the Issuer in connection with the March 3, 2014 restricted stock units award to the Reporting Person under the Issuer's Amended and Restated Stock Incentive Plan. On March 3, 2017, certain of these units vested. These shares were withheld to satisfy the Reporting Person's tax withholding obligations. The Issuer will pay these taxes on behalf of the Reporting Person.

F3: This disposition transaction represents shares withheld by the Issuer in connection with the Reporting Person's 2014 Performance Based Restricted Stock Units award and related award agreements. On March 3, 2017, certain of these units vested. These shares were withheld to satisfy the Reporting Person's tax withholding obligations. The Issuer will pay these taxes on behalf of the Reporting Person.