ON SEMICONDUCTOR CORP — Director's Dealing 2020

Mar 6, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON SEMICONDUCTOR CORP (ON)
CIK: 0001097864
Period of Report: 2020-03-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-04	Common	F	16223.0000	$18.7300	Disposed	3183728.0000	Direct
2020-03-05	Common	F	18173.0000	$17.8300	Disposed	3165555.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	350000.0000	Indirect

Footnotes

F1: This disposition transaction represents shares withheld by the Issuer in connection with the Reporting Person's 2019 restricted stock units award granted pursuant to the Issuer's Amended and Restated Stock Incentive Plan and related award agreement. On March 4, 2020, 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 2018 restricted stock units award granted pursuant to the Issuer's Amended and Restated Stock Incentive Plan and related award agreement. On March 5, 2020, 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: The limited liability company in which the reporting person and his spouse are the sole members serves as the sole general partner of Jackson 5, LP. The reporting person disclaims beneficial ownership of the shares of ON Semiconductor common stock held by Jackson 5, LP, except to the extent of his pecuniary interest therein.