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Filing Details

Accession Number:: 0001225208-14-005989
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-02-25 14:55:12
Reporting Period:: 2014-02-21

Filing Date:: 2014-02-25
Accepted Time:: 2014-02-25 14:55:12
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
1364183	William Hall	5005 East Mcdowell Road Phoenix AZ 85008	Sr Vp & Gm, Std Prod Grp	No	Yes	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common	Acquisiton	2014-02-21	48,264	$9.38	343,449	No	4	A	Direct
Common	Acquisiton	2014-02-21	1,133	$9.38	344,582	No	4	A	Direct
Common	Disposition	2014-02-21	428	$9.38	344,154	No	4	F	Direct
Common	Disposition	2014-02-21	1,500	$9.51	342,654	No	4	S	Direct
Common	Disposition	2014-02-21	5,460	$9.38	337,194	No	4	F	Direct

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

Footnotes

This transaction reports the acquisition effective February 21, 2014 of 48,264 units resulting from the attainment of a performance goal under an earlier Performance Based Restricted Stock Units Award as described more below. The Compensation Committee of the Issuer originally awarded 75,415 Performance Based Restricted Stock Units to the Reporting Person with an effective grant date of March 25, 2013 subject to the Issuer's Amended and Restated Stock Incentive Plan ("2013 PBRSU Award"). The 2013 PBRSU Award covered a performance period of one year (fiscal 2013) and the number of shares eligible for vesting is based upon the Issuer achieving certain adjusted non-GAAP EBITDA with straight line interpolation between threshold and target non-GAAP EBITDA amounts. Following achievement of the 2013 non-GAAP EBITDA performance metric the acquired units will vest annually in three tranches with the first tranche having vested on February 21, 2014.
Includes an aggregate of 500 shares acquired by Reporting Person under the Issuer's Employee Stock Purchase Plan for the quarter ended December 31, 2013.
This transaction reports the acquisition, effective February 21, 2014 of 1,133 shares of common stock resulting from the attainment of a performance goal under an earlier Performance Based Restricted Stock Units Award, as described more below. The Compensation Committee of the Issuer originally awarded 27,182 Performance Based Restricted Stock Units to the Reporting Person with an effective grant date of March 5, 2012, subject to the Issuer's Amended and Restated Stock Incentive Plan ("2012 PBRSU Award"). The 2012 PBRSU Award vests generally over a three-year period, but only upon the Issuer achieving certain adjusted non-GAAP earnings before interest, taxes, depreciation and amortization ("EBITDA") minimum or maximum performance measures as set forth in the 2012 PBRSU Award agreement.
This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's 2012 PBRSU Award and related award agreements. On February 21, 2014, certain of these units vested. The 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.
This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's 2013 PBRSU Award and related award agreements. On February 21, 2014, certain of these units vested. The 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.