SEC Form 4 · accession 0001225208-15-006536
ON SEMICONDUCTOR CORP · ON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Keith D Jackson
Officer — CEO & Pres. · Director
Period of report
Feb 27, 2015
Accepted (ET)
Mar 3, 2015 · 4:30 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 | 374,332 | $0.00 | A | 2,610,995 | D | |
| CommonF2 | Feb 27, 2015 | F | 9,920 | $0.00 | A | 2,620,915 | D | |
| CommonF3 | Feb 27, 2015 | F | 3,201 | $12.75 | D | 2,617,714 | D | |
| CommonF4 | Feb 27, 2015 | F | 48,750 | $12.75 | D | 2,568,964 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This transaction reports the acquisition effective February 27, 2015 of 374,332 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 performance metrics, the acquired units will vest annually in three tranches with the first tranche having vested on February 27, 2015.
- F2This transaction reports the acquisition, effective February 27, 2015 of 9,920 shares of common stock resulting from the attainment of a performance goal under an earlier Performance Based Restricted Stock Units Award. The Compensation Committee of the Issuer originally awarded 238,095 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 EBITDA performance measures.
- F3This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's 2012 PBRSU Award and related award agreements.
- F4This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's 2014 PBRSU Award and related award agreements.
Remarks
Mark N. Rogers is signing on behalf of Reporting Person pursuant to a Power of Attorney, attached hereto as an exhibit.