ON SEMICONDUCTOR CORP — Director's Dealing 2018

Mar 7, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ON)
CIK: 0001097864
Period of Report: 2018-03-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-05	Common	A	44972.0000	$24.4600	Acquired	649154.0000	Direct
2018-03-06	Common	F	7063.0000	$25.4700	Disposed	642091.0000	Direct

Footnotes

F1: Restricted stock units approved on February 14, 2018 under the Issuer's Amended and Restated Stock Incentive Plan with a grant date of March 5, 2018 and with equal pro rata vesting over a 3-year period beginning on the first anniversary of the grant date. The award may only be settled in shares of the Issuer's common stock upon vesting and was for no consideration other than service as an executive officer of the Issuer.

F2: This disposition transaction represents shares withheld by the Issuer in connection with the Reporting Person's 2017 restricted stock units award granted pursuant to the Issuer's Amended and Restated Stock Incentive Plan and related award agreement. On March 6, 2018, certain of these units vested. These shares are withheld to satisfy the Reporting Person's tax withholding obligations. The Issuer will pay these taxes on behalf of the Reporting Person.