ON SEMICONDUCTOR CORP — Director's Dealing 2019

Aug 7, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ON)
CIK: 0001097864
Period of Report: 2019-08-05

Reporting Person: JACKSON KEITH D (Director, CEO & Pres.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-05	Common	A	183975.0000	$0.0000	Acquired	3457717.0000	Direct
2019-08-05	Common	F	40889.0000	$17.8500	Disposed	3416828.0000	Direct

Footnotes

F1: This Form 4 reports the acquisition on August 5, 2019 of 183,975 Performance-Based Restricted Stock Units (the "PBRSUs") from the attainment of performance goals under an award made to the Reporting Person on March 5, 2018 (the "PBRSU Award"). The PBRSU Award covered a performance period of six consecutive fiscal quarters beginning with the quarter commencing January 1, 2018 (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 attainment of certain market share and free cash flow performance goals for the Performance Period.

F2: 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.