ON SEMICONDUCTOR CORP — Director's Dealing 2019

Mar 8, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ON)
CIK: 0001097864
Period of Report: 2019-03-06

Reporting Person: Rolls Paul E (Exec VP Sales & Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-06	Common	F	5708.0000	$21.4000	Disposed	326189.0000	Direct
2019-03-07	Common	F	9264.0000	$21.3300	Disposed	316925.0000	Direct
2019-03-07	Common	F	27793.0000	$21.3300	Disposed	289132.0000	Direct

Footnotes

F1: 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, 2019, certain of these units vested. These shares were withheld to satisfy the Reporting Person's tax withholding obligations. The Issuer will pay these taxes on behalf of the Reporting Person.

F2: This disposition transaction represents shares withheld by the Issuer in connection with the Reporting Person's 2016 restricted stock units award granted pursuant to the Issuer's Amended and Restated Stock Incentive Plan and related award agreement. On March 7, 2019, certain of these units vested. These shares were withheld to satisfy the Reporting Person's tax withholding obligations. The Issuer will pay these taxes on behalf of the Reporting Person.

F3: This disposition transaction represents shares withheld by the Issuer in connection with the Reporting Person's 2016 performance-based restricted stock units award granted pursuant to the Issuer's Amended and Restated Stock Incentive Plan and related award agreement. On March 7, 2019, certain of these units vested. These shares were withheld to satisfy the Reporting Person's tax withholding obligations. The Issuer will pay these taxes on behalf of the Reporting Person.