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: GUTMANN BERNARD (Exec VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-04	Common	F	5068.0000	$18.7300	Disposed	694271.0000	Direct
2020-03-05	Common	F	5638.0000	$17.8300	Disposed	688633.0000	Direct

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.