ON SEMICONDUCTOR CORP — Director's Dealing 2018

Feb 20, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ON)
CIK: 0001097864
Period of Report: 2018-02-15

Reporting Person: ABE ATSUSHI (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-15	Common	M	20000.0000	$10.7100	Acquired	154913.0000	Direct
2018-02-15	Common	S	20000.0000	$22.5318	Disposed	134913.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-15	Stock Option - Right to Buy	$10.7100	M	20000.0000	Disposed	2018-03-07	Common (20000.0000)	Direct

Footnotes

F1: This disposition transaction was executed in multiple trades at prices ranging from $22.53 to $22.545. 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.

F2: On March 7, 2011, the Reporting Person was awarded a stock option (the "Option") to acquire 20,000 shares (the "Shares") of the Issuer's common stock. Pursuant to the terms of the Option, 33 1/3% of the Shares became exercisable on March 7, 2012, an additional 33 1/3% of the Shares became exercisable on March 7, 2013, and the remaining 33 1/3% of the Shares became exercisable on March 7, 2014.