ON SEMICONDUCTOR CORP — Director's Dealing 2018

Mar 26, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ON)
CIK: 0001097864
Period of Report: 2018-03-22

Reporting Person: GUTMANN BERNARD (Exec VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-22	Common	M	120000.0000	$6.1250	Acquired	665507.0000	Direct
2018-03-22	Common	M	6667.0000	$8.4000	Acquired	672174.0000	Direct
2018-03-22	Common	S	6667.0000	$26.0472	Disposed	665507.0000	Direct
2018-03-22	Common	S	120000.0000	$26.0051	Disposed	545507.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-22	Stock Option (right to buy)	$8.4000	M	6667.0000	Disposed	2019-03-05	Common (6667.0000)	Direct
2018-03-22	Stock Option (right to buy)	$6.1250	M	120000.0000	Disposed	2019-10-01	Common (120000.0000)	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 $25.93 to $26.16. 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: This disposition transaction was executed in multiple trades at prices ranging from $25.74 to $26.16. 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.

F4: On March 5, 2012, the Reporting Person was awarded an employee stock option (the "March 2012 Option") to acquire 6,667 shares (the "March 2012 Shares") of the Issuer's common stock. Pursuant to the terms of the March 2012 Option, 25% of the March 2012 Shares became exercisable on March 5, 2013, and the remaining 75% of the March 2012 Shares became exercisable in equal, quarterly installments thereafter until March 5, 2016, at which time all remaining March 2012 Shares became fully exercisable.

F5: On October 1, 2012, the Reporting Person was awarded an employee stock option (the "October 2012 Option") to acquire 163,266 shares (the "October 2012 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 October 2012 Option, 25% of the October 2012 Shares became exercisable on October 1, 2013, and the remaining 75% of the October 2012 Shares became exercisable in equal, annual installments thereafter until October 1, 2016, at which time all remaining October 2012 Shares became fully exercisable.