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Filing Details

Accession Number:: 0001225208-13-022808
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-11-04 16:59:53
Reporting Period:: 2013-10-31

Filing Date:: 2013-11-04
Accepted Time:: 2013-11-04 16:59:53
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1097864	On Semiconductor Corp	ONNN	Semiconductors & Related Devices (3674)	363840979

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1184583	H George Cave	5005 East Mcdowell Road Phoenix AZ 85008	Svp, Gen Cnsl, Cc&Eo, & Sec	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common	Acquisiton	2013-10-31	4,962	$0.00	265,302	No	4	A	Direct
Common	Disposition	2013-10-31	1,611	$7.06	263,691	No	4	F	Direct
Common	Acquisiton	2013-11-01	10,000	$7.02	273,691	No	4	M	Direct
Common	Disposition	2013-11-01	10,000	$7.75	263,691	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	F	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common	Stock Option (right to buy)	Disposition	2013-11-01	10,000	$7.02	10,000	$7.02

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
25,000	2005-02-05	2014-02-05	No	4	M	Direct

Footnotes

This transaction reports the acquisition, effective October 31, 2012, of 4,962 shares of common stock resulting from the attainment of a performance goal under an earlier Performance Based Restricted Stock Units Award ("PBRSU Award"), as described more below. The Compensation Committee of the Issuer originally awarded 39,682 PBRSUs to the Reporting Person with an effective grant date of March 5, 2012, subject to the Issuers Amended and Restated Stock Incentive Plan and a related award agreement. The PBRSU Award, which vests generally over a three-year period upon the Issuer achieving certain adjusted non-GAAP earnings before interest, taxes, depreciation and amortization ("EBITDA"), contains threshold and target performance measurements as set forth in the PBRSU Award agreement.
Includes an aggregate of 1,000 shares acquired by Reporting Person under the Issuer's Employee Stock Purchase Plan for the quarters ended June 30, 2013 and September 30, 2013.
This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's March 5, 2012 PBRSU Award. On October 31, 2013, certain of these units vested as described above. These shares were withheld to satisfy the Reporting Person's withholding obligations for various taxes and similar items. The Issuer will pay these taxes on behalf of the Reporting Person.
These transactions were made pursuant to the Reporting Person's existing Rule 10b5-1 plan (i.e. a stock trading plan designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended).