ON SEMICONDUCTOR CORP — Director's Dealing 2019

Oct 2, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ON)
CIK: 0001097864
Period of Report: 2019-09-30

Reporting Person: GUTMANN BERNARD (Exec VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-09-30	Common	M	43266.0000	$6.1250	Acquired	700344.0000	Direct
2019-09-30	Common	S	43266.0000	$18.7934	Disposed	657078.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-09-30	Stock Option (right to buy)	$6.1250	M	43266.0000	Disposed	2019-10-01	Common (43266.0000)	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 $18.66 to $18.87. 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: On October 1, 2012, the Reporting Person was awarded an employee stock option (the "Option") to acquire 163,266 shares (the "Option 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 Option, 25% of the Option Shares became exercisable on October 1, 2013, and the remaining 75% of the Option Shares became exercisable in equal, annual installments thereafter until October 1, 2016, at which time all remaining Option Shares became fully exercisable.