SEC Form 4 · accession 0001225208-15-006529
ON SEMICONDUCTOR CORP · ON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul E Rolls
Officer — Exec VP Sales & Marketing
Period of report
Feb 27, 2015
Accepted (ET)
Mar 3, 2015 · 4:26 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001097864
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| CommonF1 | Feb 27, 2015 | A | 96,258 | $0.00 | A | 223,418 | D | |
| Common | Feb 27, 2015 | M | 6,440 | $6.46 | A | 229,858 | D | |
| Common | Feb 27, 2015 | S | 6,440 | $12.8545 | D | 223,418 | D | |
| CommonF2 | Feb 27, 2015 | F | 10,412 | $12.75 | D | 213,006 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy) | $6.46 | Feb 27, 2015 | M | 6,440 | D | Nov 5, 2013 | Nov 5, 2019 | Common | 6,440 | 46,439 | D |
Explanation of responses
- F1This transaction reports the acquisition effective February 27, 2015 of 96,258 units resulting from the attainment of performance goals under a Performance Based Restricted Stock Units Award (the "2014 PBRSU Award"). The 2014 PBRSU Award covered a performance period of one year (fiscal 2014) and the number of shares eligible for vesting is based upon the Issuer achieving certain adjusted non-GAAP EBITDA, market share and revenue growth metrics. Following achievement of the performance metrics, the acquired units will vest annually in three tranches with the first tranche having vested on February 27, 2015.
- F2This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's 2014 PBRSU Award and related award agreements.