Filing Details

Accession Number:
0001225208-10-006382
Form Type:
4
Zero Holdings:
No
Publication Time:
2010-03-01 12:00:00
Reporting Period:
2010-02-25
Filing Date:
2010-03-01
Accepted Time:
2010-03-01 19:18:56
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
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Acquisiton 2010-02-25 31,519 $7.99 93,900 No 4 A Direct
Common Disposition 2010-02-25 10,360 $7.99 83,540 No 4 F Direct
Common Disposition 2010-03-01 12,000 $8.11 71,540 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 A Direct
No 4 F Direct
No 4 S Direct
Footnotes
  1. This transaction reports the acquisition, effective February 25, 2010, of 31,519 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 378,223 PBRSUs to the Reporting Person with an effective grant date of March 2, 2009 subject to the Issuers 2000 Stock Incentive Plan and a related award agreement. The PBRSU Award will vest, generally, over a three-year (twelve quarter) period but only upon the Issuer achieving certain adjusted non-GAAP earnings before interest, taxes, depreciation and amortization ("EBITDA") base and target performance measurements as set forth in the PBRSU Award agreement.
  2. Includes 500 shares acquired by Reporting Person under Issuer's Employee Stock Purchase Plan from 10/1/2009 through 12/31/2009.
  3. This transaction reports the disposition of shares of common stock withheld by the Issuer in connection with the vesting of the PBRSU Award explained in (1) above. This withholding is pursuant to the related award agreement in order to satisfy the Reporting Person's tax obligations due upon the vesting of the units. The Issuer will pay the taxes on behalf of the Reporting Person.
  4. This transaction was 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). This disposition transaction was executed in multiple trades at prices ranging from $8.11 to $8.12. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide, upon request, to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.