ON SEMICONDUCTOR CORP — Director's Dealing 2019

Mar 6, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ON)
CIK: 0001097864
Period of Report: 2019-03-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-04	Common	A	25548.0000	$0.0000	Acquired	336147.0000	Direct
2019-03-05	Common	F	4250.0000	$21.8400	Disposed	331897.0000	Direct

Footnotes

F1: Restricted stock units approved on February 14, 2019 under the Issuer's Amended and Restated Stock Incentive Plan with a grant date of March 4, 2019 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: Includes an aggregate of 300 shares acquired by the Reporting Person under the Issuer's Employee Stock Purchase Plan for the fiscal quarter ended December 31, 2018.

F3: This disposition transaction represents shares withheld by the Issuer in connection with the Reporting Person's 2018 restricted stock units award granted pursuant to the Issuer's Amended and Restated Stock Incentive Plan and related award agreement. On March 5, 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.