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Filing Details

Accession Number:: 0001225208-11-013864
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-05-10 20:12:37
Reporting Period:: 2011-05-06

Filing Date:: 2011-05-10
Accepted Time:: 2011-05-10 19:12:37
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
1398232	John William Nelson	5005 East Mcdowell Road Phoenix AZ 85008	Exec Vp & Coo	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	2011-05-06	106,365	$11.24	535,453	No	4	A	Direct
Common	Disposition	2011-05-06	44,196	$11.24	491,257	No	4	F	Direct
Common	Disposition	2011-05-10	31,085	$11.63	460,172	No	4	S	Direct

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

Footnotes

This transaction reports the acquisition, effective May 6, 2011 of 106,365 shares of common stock resulting from the attainment of a performance goal under an earlier award of Performance Based Restricted Stock Units ("PBRSU Award") as described in further detail below. The Compensation Committee of the Issuer originally awarded 1,276,383 PBRSUs to the Reporting Person with an effective grant date of March 2, 2009 subject to the Issuer's 2000 Stock Incentive Plan and a related award agreement. The PBRSU Award vests 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.
This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's March 2, 2009 award of Performance Based Restricted Stock Units ("PBRSUs"). On May 6, 2011 certain of these units vested. 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.
This disposition transaction was executed in multiple trades at prices ranging from $11.63 to $11.6350. 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.