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Filing Details

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

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common	Acquisiton	2012-05-03	58,478	$8.39	252,493	No	4	A	Direct
Common	Disposition	2012-05-03	18,768	$8.39	233,725	No	4	F	Direct
Common	Disposition	2012-05-04	60,000	$8.40	173,725	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 3, 2012, 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, which vested generally over a three-year (twelve quarter) period 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, is now fully vested.
This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's March 2, 2009 PBRSU award. On May 3, 2012, 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.