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Filing Details

Accession Number:: 0001225208-11-024445
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-11-07 17:08:58
Reporting Period:: 2011-11-03

Filing Date:: 2011-11-07
Accepted Time:: 2011-11-07 17:08:58
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
1368095	Charles Robert Mahoney	5005 East Mcdowell Road Phoenix AZ 85008	Exec Vp Sales & Marketing	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	2011-11-03	58,478	$7.79	173,744	No	4	A	Direct
Common	Disposition	2011-11-03	24,298	$7.79	149,446	No	4	F	Direct
Common	Acquisiton	2011-11-04	12,500	$5.93	161,946	No	4	M	Direct
Common	Disposition	2011-11-04	12,500	$8.05	149,446	No	4	S	Direct
Common	Disposition	2011-11-04	25,000	$8.04	124,446	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
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	2011-11-04	12,500	$5.93	12,500	$5.93

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
22,500	2009-03-03	2018-03-03	No	4	M	Direct

Footnotes

This transaction reports the acquisition, effective November 3, 2011, of 58,478 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 701,740 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.
This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's March 2, 2009 PBRSU award. On November 3, 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 $8.04 to $8.05. 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.
This disposition transaction was executed in multiple trades at prices ranging from $8.03 to $8.05. 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.