ON SEMICONDUCTOR CORP — Director's Dealing 2018

Aug 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ON)
CIK: 0001097864
Period of Report: 2018-08-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-01	Common	A	78640.0000	$0.0000	Acquired	360058.0000	Direct
2018-08-01	Common	F	18501.0000	$22.2600	Disposed	341557.0000	Direct

Footnotes

F1: This Form 4 reports the acquisition on August 1, 2018 of 78,640 Performance Based Restricted Stock Units (the "PBRSUs") from the attainment of performance goals under an award made to the Reporting Person on March 6, 2017 (the "PBRSU Award"). The PBRSU Award covered a performance period of six consecutive fiscal quarters beginning with the quarter commencing January 1, 2017 (the "Performance Period"), and the number of shares eligible for vesting was based upon the Issuer achieving certain Adjusted Non-GAAP EBITDA performance goals for the Performance Period. The PBRSUs also include an additional equity award based on the Issuer's achievement of certain market share and free cash flow performance goals for the Performance Period.

F2: Includes an aggregate of 513 shares, consisting of 298 shares and 215 shares acquired by the Reporting Person under the Issuer's Employee Stock Purchase Plan for the fiscal quarters ended March 30, 2018 and June 29, 2018, respectively.

F3: This disposition transaction reflects shares withheld by the Issuer in connection with the PBRSU Award to satisfy the Reporting Person's tax withholding obligations. The Issuer will pay these taxes on behalf of the Reporting Person.